JusSonic's My Little Pony Mystic Story
by Power Master
Summary: Future stories for JusSonic's, Twilight and her friends are facing adventures and trials in defeating both Dark Mystic Ponies and their dark allies while saving the world from danger, with the help of Mystic Ponies.
1. Blood Flow

Set before _**'A Shadowy Ghoul'**_...

* * *

><p><strong><span>Blood Flow<span>**

(Realm of Dark Mystic)

**_SCREAM! _**A scream of pain and fear was sounded from the Vampire Castle of Nightmare Kingdom.

A familiar creature named Diablo continued falling down on the slide of the stairs. He landed on the ground very hard. He moaned and grunted painfully as he struggled in getting up from the ground. As he raised his head up, Diablo yelped and screamed in fear upon seeing someone he feared and afraid the most.

Myotis came out from the castle's entrance and glared at Diablo.

"Because of your stupidity, my plans in retrieving my son back had failed once again!"

Diable screamed in fear before bowing down for few times, "Please forgive me! Please forgive me! I honestly did what I can to get your son back!"

"Of all the plans I have made... It did nothing... My son remained loyal to both Mystic and Mortal Ponies. Now my brother-in-law and the rest of his monsters are allying with these mortals." Myotis groaned in anger, "It make things worst. Unacceptable! I will not able to bring him back. There must be something I can make him come to me..."

"On the contrary, master..." Diablo said calmly as he stood up and looked at his master, "There is a way. I kinda notice something strange..."

"What do you mean, Diablo?"

"Someone who has an interest on him ever since they both first met..."

Diable flew up to his master as he whispered to the latter. Myotis gasped in shock and surprise as he gave a wicked and evil smile of interest. He had a plan to capture his son.

* * *

><p>(Equestria)<p>

Ever since the destruction of Mystic Shield, Mystic Ponies were forced to used four location to travel: Ponyville, Land of Ma, Kouma Island and Everfree Forest due to Grimmore's Dark Powers of Triforce Element in sealing them from going to any place they can go. Equestria was defenseless and outmatched against the odds and numbers of Three Lords of Equestria now...

At Applejack's Home: Sweet Apple Acres, the home was very peaceful and quiet...

**"FLUTTERSHY!"** Applejack screamed in anger and upset.

Something bad has happen...

* * *

><p>Applejack was waiting at the location at Center Apple Tree Orchid. As Applejack continued mumbling and grumbling; Twilight, Dexter, Fluttershy and Rarity arrived at the location. They met up with Applejack.<p>

"Applejack, what's wrong?" Twilight asked in concern.

Applejack pointed her hoof at her back of Orchid, "That's wrong!"

Several more of Vampire Fruit Bats flew up out from the orchid. They were all holding the Apples on their claws. Twilight and her friends gasped in shock and concern.

Both Fluttershy and Dexter flew and approached to them. They hissed in anger and hostile angrily, causing both Fluttershy and Dexter to withdraw from approaching. They both returned to their allies.

"That doesn't sound nice..." Fluttershy said in concern.

Dexter nodded his head, "Yeah... I guess they don't want us to go to near to them. They might be one group of angry bats."

"But- But that's impossible! How did those bats get here! I thought they're remaining at the Vampire Fruit Bat Orchid. How did they get here?!" Rarity asked in fear.

Applejack groaned angrily, "It's that lousy Terrorcreep again! I wonder what that Vampire Pony is up to... When I get my hooves on him, I'm gonna pound him to the ground very hard!"

"Wait! Maybe there's the reason why he did it," Fluttershy defied softly yet gently.

Dexter nodded his head in agreement, "That guy maybe a monster, but he's a good inside. I think there's a reason why he did it in the first place..."

Applejack sighed in annoyance, "Fine... I've got some bucking apples to do. And I can't do it when those bates are everywhere to mess it up! Better hope he has the reason or I'll pound him to the ground very hard!"

Twilight sighed in annoyance while having her eyes rolled over. Twilight and her friends headed to the East Apple Orchid Field as they were about to get some answers from Terrorcreep.

* * *

><p>As Twilight and her friends traveled through the deep long corridor of Apple Trees, they looked around of their surroundings as they found something strange and difference from the area. The Vampire Fruit Bats were singing and vocalizing calmly and gently like they were in heaven. Some were carrying the apples as they headed straight to the deep of the forest.<p>

"Don't you girls find something... strange and weird?" Twilight said in concern.

Rarity hummed in concern, "Indeed... First, they attacked the center and stolen some apples. They were hostile at us for trying to take the foods but don't mind letting us in?"

"That's definitely strange alright..." Applejack said suspiciously, "But that doesn't mean I'm going easy for that Vampire Pony. Whatever he's up to, he's gonna be sorry for it."

"Come on, Applejack," Fluttershy said in concern, "I'm sure he has his own reason of doing it."

Dexter spotted someone flying and floating in midair of the Apple Orchid Center. He spoke in concern, "And I think we're about to meet with someone here. Incoming!"

Twilight and her friends turned to the front as they both spotted and found a familiar character they knew of...

"Flutterbat? What is she doing here?" Rarity asked in shock.

"I have no idea... I bet my hoof she knows what the heck is going on," Applejack said suspiciously.

"There's only one way to find out," Twilight said calmly, "Let's ask her and find out."

Twilight and her friends headed straight to the center of Apple Orchids. Upon arriving to the area, they spotted Flutterbat was flapping her wings while stood still on midair. They all looked at her oddly and surprisingly. She then vocalized calmly and harmonically, causing Twilight and her friends gasped in surprise and shock by her singing.

"Okay... That was unexpecting..." Rarity remarked surprisingly.

Applejack nodded her head in agreement, "I wonder why she did it in the first place..."

Dexter gulped in surprise as he pointed his hoof up, "I think he's the reason."

Twilight and her friends looked up and spotted Terrorcreep flapping his wings hard as he descended from the air. He reached to his length at Flutterbat. He cleared his throat in gaining her attention. She gasped in shock and surprise.

"Hey, Terrorcreep," Flutterbat greeted happily.

Terrorcreep has his expression unemotional and calm, "Hey yourself... Were you the one caused my bats to steal some apples?"

**"WHAT?!"** Applejack asked angrily. She turned and glared at Flutterbat, "So, you're the one did it?! Wanna tell me why the heck did you do it?! You know how sensitive and angry I am when it comes the apples!"

"I... I-I-I I didn't mean it. I'm-sorry," Flutterbat said painfully and despaired.

Rarity whacked on Applejack's head, "Applejack! Don't be so harsh on her. Remember: she's Fluttershy's Counterpart. And you should know how sensitive she gets."

Fluttershy whimpered in fear and concern, "Rarity's right. That was very... mean and harsh..."

Applejack sighed in defeat while showing her disappointed yet frown and upset expression. She then looked at Flutterbat, "Flutterbat, I'm sorry for being mean to you. I didn't mean to hurt your feelings."

Flutterbat gently patted Applejack's shoulder, "It's okay. And... it's my fault. I should have asked first before I take the apples. I am very sorry."

"So, why did you take the apples in the first place," Twilight asked curiously.

Flutterbat sighed as she explained, "I was going to take them to Terrorcreep. He was training very hard... I thought he was hungry."

Her face burned in red. Twilight and her friends noticed the look of Flutterbat. They looked at each other and smiled in impressed before they giggled softly.

"I appreciate that, but..." Terrorcreep said calmly before patted on her back gently, "I have already ate my break. So you may leave." Flutterbat looked down in upset. He smiled while patted on her shoulder, "But thank you for concerns and singing. I could use that for a while..."

Felt appreciated and happy by Terrorcreep's comments, Flutterbat smiled. Terrorcreep flapped his wings hard before heading to South.

Flutterbat cheered happily while flying around and around before reaching to the sky. Felt a sun's light burning her wings, she yelped painfully. She stopped her flapping before falling straight to the ground hard. Twilight and her friends checked on her if she was okay. Flutterbat answered gently to them that she was fine.

"If I didn't know any better," Rarity said calmly, "This wasn't about concerns of Terrorcreep's health. More like you actually likes him."

Flutterbat yelped in shock before looked away with her burning crimson on her face. Applejack gave her a gleefully smile, "Somepony got a crush on a bat... That's very surprisingly..."

Flutterbat looked away from Applejack but stopped by Twilight as the latter continued, "Come on... Just admit it, Flutterbat. You like him ever since you came to Ponyville. And not to mention, you and him help us befriend with another group of Vampire Ponies from North."

Flutterbat blushed again. Fluttershy flew and approached to Flutterbat, "If you like him so much, why don't you ask him for a date?"

Dexter nodded his head in agreement, "I agreed. He will love it."

Flutterbat smiled happily before she sighed in concern, "I don't know how. I don't think Terrorcreep would like to have a date. He seems... prefer to be alone than having friends..."

Twilight smiled as she patted on Flutterbat's shoulder gently, "Don't worry about it. Just leave everything to us. We'll help you get a best date ever in your life!"

**"YEAH!"** Twilight's friends exclaimed happily.

As Twilight and her friends had some discussion with Flutterbat of how she gotten a date with Terrorcreep, an unknown yet shadowy pony figure witnessed and watched the event from the western side of forests. He growled softly while narrowing his crimson eyes.

On the eastern forest side, Diablo had watched the event. He smirked darkly and evilly.

"This is going to be interesting..."

* * *

><p>On the second cleared-area, a Vampire King NeoVamde was pacing and walking around as he had some deep thoughts and concerns. He took a deep breathe while closing his eyes...<p>

**Flashbacks:**

_In 100 B.E._

NeoVamde was taking a long walk at the Night Garden. He watched and witnessed some monstrous yet innocent children chasing and playing with each other happily and wildly. Some monstrous teen and adult couples were chatting and loving with each other. Others were having fun in playing some old board games, reading books and training.

As he continued walking, he spotted two familiar characters chatting and talking with each other. One was Myotis while another was a pinkish Vampire Pony with her blond long mane and tail dressed in her white dress-like angel; they were both holding a foal version of Terrorcreep.

NeoVamde smiled calmly and happily in seeing both his sister and brother-in-law being together and having their own family...

**Flashback Ended...**

* * *

><p>The past with his former family may had brightened him, but some were haunting him to question of his desire and concerns of Terrorcreep. What can he do with Terrrorcreep...<p>

Wore a sunglasses, NeoVamde looked up and glared at the sun, "Even if Flutterbat did manage to win Terrorcreep's heart, will he become a monster like his father?" He sighed in concern, "Time can only tell..."

* * *

><p>Twilight and her friends helped Flutterbat in getting Terrorcreep's attention towards her. They helped her tried various ways to gain his attention. As Terrrocreep was training and working on his strategies for his faction, Flutterbat carried a good healthy salad. She approached to him. She gently patted him to gain his attention.<p>

Terrrorcreep turned and looked at her with surprise and shock. She explained of what she was doing here.

Interest of her doing, he took a bite on salad for the moment. Touched and felt easy and tasty, Terrorcreep took a bowl of salad and ate it quickly and roughly. Four of Mane Six and even Dexter looked shock and concern as Flutterbat was about Terrorcreep's behavior and manners.

Terrorcreep stopped from eating as he noticed Flutterbat's concern looks. He cleared his throat as he wiped his mouth clean with his right hoof. Despite his rude behavior, Flutterbat smiled as she took her handkerchief. She gently wiped his mouth.

Flutterbat: _There's something new...  
>Almost surprise...<br>But he was rude,  
>He was cruel,<br>And cares for no one  
>And now he's dear...<br>And kind..._

As Terrorcreep was taking a nap, Flutterbat took him out of Apple Orchid. They both worn a hat and sunglasses in covering from the sun's shining and glaring. She trained and taught him of how to feed birds.

As Terrorcreep tried to feed the birds, but they quickly flapped and moved away from him each time he tried to approach. Flutterbat approached and helped Terrorcreep in getting the birds liked him.

Flutterbat: _For the first time, I know his other side..._

Flutterbat dropped some of bird seeds on the ground. The bird approached and took a bite on its food. It then flew on Terrorcreep's hoof. He gasped in surprise and shock. He turned and smiled at her gently, as she smiled back to him.

Terrorcreep trained and helped Flutterbat in using her physical strength to fight and battle with the upcoming enemies. Hard and tough for her to handle, she endured and continued overcoming her pain and struggles in getting a right way to fight.

Terrorcreep: _I was surprised  
>That's impossible...<br>When she asked me,  
>And I helped her.<br>Though it can't be,  
>I'll just ignore...<em>

Terrorcreep set a ball hanged up with the tree's branch. Flutterbat jumped and tried to kick it, but fell to the ground hard. He helped her up.

Terrorcreep: _For the first time, I know his other side..._

As Terrorcreep and Flutterbat walked through Ponyville, they had their own time and fun with each other. They both ate their own lunch. They both played some games. They both watched a film. They read the book. They both flew around on the sky while not high in touching the sun.

Flutterbat: _New...  
>And a bit of surprising...<br>Who would ever thought that  
>This could be...<br>True that he's no Prince Charming.  
>But there's something in him<br>That I didn't see..._

As Terrorcreep and Flutterbat continued dating, Twilight and her friends followed them both from behind. Disguised as various working ponies, NeoVamde was following them as well. He was also keeping his eyes on both Terrorcreep and Flutterbat.

Applejack: _Well, who'd have thought?  
><em>  
>Rarity: <em>Well, bless my soul<em>

Twilight: _Well, who'd have known?_

Applejack, Rarity and Twilight: _Well, who indeed?_

Dexter: _And who'd have guessed they'd come together on their own?_

Fluttershy: _It's so peculiar._

Mane Four and Dexter: _We'll wait and see  
>A few days more<br>For the first time, I know their other sides..._

NeoVamde continued watching the event. He smiled calmly and happily in seeing both Terrorcreep and Flutterbat being together while looking at each other. He sighed calmly yet deeply.

NeoVamde: _Who would have thought that I knew their other sides  
>There may be something there that wasn't there before<em>

As the eavesdropping and peeking ponies continued keeping watching on both Terrorcreep and Flutterbat dating, Diablo smirked darkly from the trash can. He chuckled evilly. Before he could get out, he was dumped by more of garbage. Diablo groaned in annoyance.

* * *

><p>As the sun setting, the moon risen from its slumber at the Nightmare Castle. Myotis came out from the castle's entrance. With Myotis entered the carriage, he headed off to the next location...<p>

* * *

><p>In the evening, Twilight and her friends were sitting and chatting with each other about the event and their friends' histories after Terrorcreep and Flutterbat finished their dates. NeoVamde continued watching and looking at both nephew and an ally dating.<p>

As everyone was distracted, Diablo emerged from the rocks. He took a large injection dart. He chuckled evilly and darkly as he shot it straight at Flutterbat.

Heard the swooping noise, NeoVamde charged out at once. Instead of him of stopping the injection shot, Terrorcreep covered Flutterbat's flank as he was shot by injection dart.

Flutterbat gasped in shock, "Terrorcreep!"

Twilight and her friends gasped in shock and concern as they saw the event. Flutterbat removed the injection dart while waking him hard yet gently. NeoVamde landed on the ground as he gave the shocking and feared looks. He turned and glared at his enemy.

"Who dares to harm my nephew?!"

Diablo screamed in fear as he quickly flapped and flew away from his enemies.

Fluttershy gasped in shock, "It's Diablo!"

"That lying son of jackass is here?! What the heck is he up to?!" Applejack demanded angrily.

**_SWOOP! _**Twilight and her friends felt the wind blowing on their faces. They gulped in concern as they knew what it meant. They looked up and spotted the flying carriage coming to their sides.

The carriage's door opened. Myotis jumped out from the carriage as he slowly landed on the ground gently while chuckling and laughing evilly and darkly. Orc Ponies and Phantom Ponies appeared on the scenes as well.

"Myotis!" NeoVamde exclaimed in anger.

Myotis smirked darkly, "Hello, again... Brother... It's been quite a while, hasn't it? When was the last time we saw? Ah... Yes! You betrayed me and took what was rightfully mine, you traitor!"

NeoVamde growled in anger, "No... You're the traitor! I can't believe I let you in because you were like my kin. And the worst about you... you actually seduced my sister to win my trust! But it turns out... You're really here for my Element of Moonlight, and to help your army to overthrew the God Ponies!"

"If you had did what I asked, I would have provided you some army for defense. But you turned your back at me, traitor..."

"No! You're the one, Myotis!"

Diablo growled in anger as he flew in front of Myotis, "Watch it, asshole king! You're the fake! You're never meant to be the King of Underworld! Lord Myotis is!"

"Why don't you shut up, you little filth?!" Rarity shouted in anger.

Applejack nodded her head, "Yeah! After what you did for Flutterbat's Arrival and Vampire Pony Incident, you're gonna pay for it!"

Diablo yelped in shock as he quickly flew back of Myotis as the latter chuckled evilly and darkly.

"You fools would make a fine delicious taste for my bats... **_Grizzling Wings!_**"

Myotis launched the swarm of bats in charging and attacking at Twilight and her friends. They quickly armed themselves in battle position.

Twilight fired her Unicorn Bursts at the bats. Applejack swung and struck her Mind Whiplash at them hard and quick. Rarity used her Eternal Style in firing its crystallized diamonds at them. Dexter charged in as he punched and kicked them off one-by-one. Fluttershy used her Bear Strength and Bat Sonicwave in defeating them. NeoVamde charged in as he swung his Crimson Lightning in defeating the bats. Flutterbat remained with Terrrorcreep as she hugged him tightly close to her.

As soon as Twilight and her friends defeated their enemies, they turned to Myotis. Twilight and Rarity fired their Unicorn Burst and Eternal Style shots at him for few times. Myotis rolled over to the front as he prepared to attack. Applejack and NeoVamde charged in as they swung and struck their Mind Whiplash and Crimson Lightning at him for few times. Myotis was pushed back for the moment before he charged in. Fluttershy and Dexter pushed Myotis to the trees very hard. Twilight, Rarity and NeoVamde took over and fired their powerful Unicorn Bursts at him for the moment. Myotis grunted painfully before the smoke emerged.

"Did we get him?" Applejack asked in concern.

"I certainly hope so," Rarity said in concern.

Myotis chuckled evilly as he jumped and emerged from the smokes, "I'm afraid you all have to do better than that! Let me show you how my true Crimson Lightning looks like! BEGONE!"

Myotis launched the very powerful and darker Crimson Lighting in striking on Twilight and her friends. He turned to NeoVamde. Both of them charged in and swung their Crimson Lightning at each other hard and quick while dodging and avoiding the attacks as well for few times. They often clashed their blades against each other for few times.

When NeoVamde swung his Crimson Lightning over Myotis's head, the latter dodged down and launched his Demonic Claw on the former. Myotis charged and pushed NeoVamde hard. He then thrown NeoVamde to the eastern side before launching his Crimson Lightning at him.

Terrorcreep moaned and groaned painfully as he slowly got up. He saw both his uncle and father battling with each other.

Terrorcreep grunted, "I must help him. I must defeat Myotis. I... I can't let him destroy everything..."

"No!" Flutterbat exclaimed in fear as she hugged him tightly, "I can't! Don't do it! You haven't recovered from the doozy! Don't do it!"

"I must! I must! I can't let him do what he pleased! Not on my watch!"

"Why must you do it?! I don't want to see you hurt! I beg you not to!"

Terrorcreep turned and looked at her, "Somepony must stop him. My mother may have failed... But I will succeed her!"

Flutterbat was in shock and surprise of Terrorcreep's determination, "Terrorcreep..."

With his hoof moved away from Flutterbat, Terrorcreep charged in. He jumped before slammed his twin axes on Myotis, causing the latter moved back. Both Myotis and Terrorcreep swung their Crimson Lightning and axes at each other while dodging and avoiding them as well. Both gave the hard clash while glaring at each other for the moment. They departed for the moment before they battled and attacked at each other hard and quick.

Flutterbat approached and helped NeoVamde up.

"Are you alright, my lord? You're not hurt?" Flutterbat asked in concern.

NeoVamde nodded his head gently, "I'll be fine. But my nephew... He needs help now."

"Why? I though you were so against him because of Myotis..."

"Not anymore. He may have his father's appearance, but he has his mother's heart. Now go! Help him!"

Flutterbat nodded her head as she charged into the battlefield. Myotis lassoed on Terrorcreep's neck tightly before pulling his very hard in knocking and crushing on the trees for few times. Myotis dropped Terrorcreep to the ground before striking and slamming his Crimson Lightning on his back for few times while mumbled in anger and upset.

"You have disappointed me greatly, my son! And I will punish you for the betrayal! You will submit to me, or else everyone you lose will died!"

"NEVER!" Flutterbat cried determinedly.

Myotis turned to his right and found Flutterbat charged and pushed him to the tree very hard. She punched him and kicked on his head very hard and quick for few times. She was about to punch on him again. Myotis launched his Grizzly Wings at her. As the bats attacked her, Terrorcreep launched his at his father's hard and quick. Terrorcreep came to her and helped her out. Both of them were ready to battle and fight with Myotis.

As Myotis charged in, they both charged as well. Myotis swung his Crimson Lightning at them both but they jumped over it. Terrorcreep turned and swung his axes at the blocking blade of Myotis for three times. He then launched his powerful push on his son hard. Flutterbat charged in and landed her punch on his face to the ground hard. She was about to attack but she was lassoed by his Crimson Lightning and thrown to the tree. Terrorcreep got up and charged at him.

As both continued swinging their blades at each other for few times, Terrorcreep thrust his at Myotis's body but the latter pushed back and unleashed his Nightmare Blast on the former hard to the tree. Flutterbat got up and launched her Sonicwave on his ears loud as she can. As Myotis weakened from her screaming voice, Terrorcreep threw his axes at his father's body hard. Terrorcreep launched his Grizzly Wings at him. His bats and Vampire Fruit Bats charged and attacked Myotis for few times.

Twilight and her friends got up and armed themselves in battle position as they ready to defeat Myotis. As the sun slowly rose up, Myotis grunted and groaned painfully.

Myotis grunted painfully, "You have not seen the last of me!"

Myotis threw a smoke bomb on the floor as he disappeared from everyone's sights.

As the sun rose to the peek, Twilight and her friends gathered up and checked on Terrorcreep and Flutterbat if they were okay or not. They replied of their friends that they were.

NeoVamde sighed in defeat, "Terrorcreep... I'm glad to see you alright and protecting Flutterbat as well. And I apologize..." Terrorcreep looked stun and surprise of his uncle, "For feared of you. I feared that you may end up like your father. But for now... you're a fine Vampire Pony. You are welcome to my kingdom, nephew..."

Terrorcreep smiled and bowed, "Thank you, uncle. I appreciate it."

Flutterbat smiled as she grabbed and hugged Terrorcreep hard. She then kissed on his lips passionately and happily. He kissed her back. Everyone awed in surprise and shock of Flutterbat's kissing. They giggled and laughed happily of what they had seen.

Both Flutterbat and Terrorcreep departed from kissing while looking at each other. They both smiled happily.

"Will we have another date?" Flutterbat asked gently.

Terrorcreep smiled, "We'll see how it goes..."

Both Terrorcreep and Flutterbat nuzzled on each other's heads gently. Twilight and her friends watched the event happily and relief.

* * *

><p>At Myotis's Office, Both Myotis and Diablo appeared in the area. They both gasped and breathed heavily.<p>

"Didn't go as we had hope for, master!" Diablo said in concern.

Myotis panted, "Agreed... But we have what we needed the most. Attacking my own son may have been my priority but the true objective is this..." He lifted his right hoof and revealed the golden ring, "My brother may think it's ordinary ring. But this one... contains the lost soul of our former Demon General..."

"In other words, the plan is coming together?!" Diablo asked curiously.

Myotis smirked, "Yes... Just one more item to retrieve, then our Monstrous Nightmare will soon begins..."

_The End..._

**Main Casts:**  
>Matthew Mercer: Terrorcreep, NeoVamde<br>Adrian Libman: Flutterbat, Fluttershy  
>Tara Strong: Twilight Sparkle<br>Ashleigh Ball: Applejack  
>Tabitha St. Germain: Rarity<br>Aaran Disuke: Dexter  
>Derek Stephen Prince: Diablo<p>

**Preview - An Ultra Ultron**: A new foe called Ultron decides to battle against the Mane Six and defeat them. Ultron is so intelligent that he is able to block and counterattack any move the Mane Six does! Can the Mane Six be able to outsmart him or are they toast?

_Review and Suggest..._

**References:**  
>1) <em>Other Sides <em>was inspired by _Beauty and the Beast's Something There_.


	2. A Ghostly Shadow

**Author's Notes:**

Yeah, I did say that after two months in taking a rest. But I decided to write it out anyway. I did mention I wanted to write 'Dragon of Darkness' Story, but decided to delay due to some plot. Here it goes.. Starting with dealing of JusSonic's Stories since some are from mine, I might else well help and deal with it. Unlike before, this is not a short story but full and long story.

* * *

><p><strong><span>A Ghostly Shadow Part I<span>**

During the night time of Ponyville, everyone was asleep in their own beds while having their own sweet dreams. They were enjoying it so much. At Sweet Apple Acres, the Apple Family were sleeping soundly and calmly. Within Apple Bloom's room, Apple Bloom snored loudly yet soundly as she enjoyed her sleeping so much.

**_SWOOP!_** The wind blew soundly yet gently as the window slowly opened itself?

The bluish yet dark mist entered Apple Bloom's room. It then approached to Apple Bloom's bed slowly and gently. It stopped. It slowly formed into a black ghoulish pony without a body like Guildenstern, yet his head was a demonic skull with bluish blazing flames. He worn a cape. He smirked darkly and evilly before chuckled softly.

_"Ex-cellent..."_ The Ghoul Pony said sinisterly. He chuckled a bit, _"This will get the girls' attention. This should be fun..."_

A Ghoul Pony raised his right-hoof or claw up. He pressed it on Apple Bloom's chest hard, caused the latter yelped painfully. While she moaned painfully and struggled in keeping herself up, he continued in searching something within her body.

Aftermath, he raised his claw up as it revealed soul of Apple Bloom. She slowly opened her eyes. She gasped in shock. She looked at herself before her physical body! She was in deeply shock and scared.

_"What did you do to me?!"_

A Ghoul Pony smirked devilishly, _"Your soul is mine, little pony. And there is nothing you can do now, little one."_

Apple Bloom gulped in fear, _"What do you want from me."_

_"It is not you that I want,"_ A Ghoul Pony spoke gently yet sinsiterly as he took a pony skull-like up, _"You're just my way to get them."_

_"Them?!" _Apple Bloom asked in fear.

_"Nighty night, Little Bloom..."_ A Ghoul Pony smirked darkly.

Before Apple Bloom could speak, the skull glowed darkly. The latter absorbed most of her soul. With the last essence of a smoke entered, the skull gave the last blink of light. A Ghoul Pony smirked before chuckled evilly yet softly.

_"All goes according to my plan. The foolish heroines will not resist it and especially her older sister. And when they came, I will have the princess's essence. With such power, I would become the greatest warrior among the Dark Mystic Ponies. I am... Spiritshadow the Soul Collector."_

Spiritshadow gave a soft yet evil and dark laugh as he slowly disappeared through the form of mist. He then escaped through Apple Bloom's window out. Apple Bloom's body became dark and silent...

* * *

><p>In early morning, Applejack came to Apple Bloom's door as she was checking on her little sister's. As soon as she checked on Apple Bloom while shaking her to wake up, the latter made no effort in getting up. Feared of her safety, Applejack checked on Apple Bloom's whole body and her breathing. Apple Bloom made no effort in breathing. Her body was still and cold.<p>

"No... It can't be..." Applejack said in feared and worried, **"APPLE BLOOM!"**

From the Apple Orchid Farm, Big Mac and Granny Smith heard the cries before looking at each other with their worry and concerned faces.

* * *

><p>At Zecora's hut, Applejack brought Apple Bloom to the Zebra for checking and helping. But she wasn't the only one; Rainbow Dash was there as well, with Scootaloo was having the same problem as well. Twilight, Nyx and Spike decided to check on it after hearing some reports about it.<p>

As Zecora hummed and chantted gently and softly, she checked on both Apple Bloom's and Scootaloo's bodies for the moment. Aftermath, she sighed in defeat.

"Fear I may have," Zecora rhymed, "this situation I've seen before in my land. This was not caused by physical nor mind themselves, but within."

"Uh... Wanna repeat that?" Rainbow asked in concern.

Twilight gasped in shock and fear, "She meant that both Apple Bloom's and Scootaloo's souls were taken!"

"What?! HOW?!" Applejack demanded angrily.

"I don't know," Twilight admitted before she looked at Zecora, "But I hope you know something about it."

Zecora nodded her head, "Yes, Princess Twilight. A foe who had taken the soul of poor innocent fillies is none other than Spiritshadow..."

Spike gulped in fear, "Spiritshadow?! Who's that?"

"Is he scary?" Nyx asked in worry.

Zecora nodded her head, "Spiritshadow is a Dark Mystic Ghoul. He was known as the Soul Collector." Twilight and her friends gave the concern and feared looks as the zebra continued, "Unlike any Dark Mystic Ponies or Sorcerers, he took their souls instead. Collect their souls strengthen his might and... interest, making him more dangerous yet powerful..."

Spike gulped in fear, "Great... Just great... Another ghoul to deal with."

Nyx moaned in worry while looking at Zecora, "Is there anyway we can get Apple Bloom and Scootaloo souls back from that ghoul?!"

Zecora sighed while shaking her head, "I am sorry, Nyx. Answer I have I cannot provide it." The girls looked down in concern and worry. She hummed softly as she was having some thoughts. She smiled, "I believe someone has."

"Who?" Applejack asked in worry and concern.

Twilight gasped, "Mystic Tao! He must have an answer to help us!"

Rainbow sighed in concern, "Hopefully, it's very helpful too. Since Grimmore trapped most of Mystic Ponies in Ponyville, Land of Ma, Kouma Island and Everfree Forest; we're seriously need the help we can get."

Applejack nodded her head, "I certainly he can." She then looked at Apple Bloom, "I'll do anything I can to get Apple Bloom's soul back."

"Me too," Rainbow Dash nodded her head.

"Let's go," Twilight ordered. She then looked at Zecora, "Zecora, can you look after them both?"

Zecora nodded her head, "I will, my friend. But be weary of a ghoul's power, there is more to him than meets the eye."

Twilight nodded, "I will."

Twilight, Applejack, Rainbow, Nyx and Spike left while leaving both Apple Bloom and Scootaloo's bodies behind for Zecora to look after.

* * *

><p>At Twilight's Castle, Twilight summoned Mystic Tao at her meeting chamber as she and her friends, along with Ben and Phobos of having some important discussion. She informed him about Spiritshadow and the latest victims.<p>

Tao hummed in concern, "I'm sorry to hear it."

"Is there anyway we can get their souls back?" Applejack asked in concern and worry.

Tao sighed, "Well, there is a way. His powers comes from the essences. Without them, he will be useless and unable to fight his enemies."

"Essences?! As in 'souls'?! He has that many souls?!" Rainbow asked in shock and feared.

Tao nodded his head in agreement. Twilight and her friends looked concern and worry of what they just heard.

"How do we even defeat him, with so many souls in him?!" Ben asked in concern and worry.

Tao sighed in defeat, "I don't have that answers." Everyone look worry and concern of what he had said. He then looked up and stared at the rounded table which revealed the map of Equestria. He spoke, "But if you don't stop him from collecting the innocents or warriors' souls across the Realm of Living, he will become too powerful or strong for you all to stop."

Nyx gulped, "That's bad..."

"But... But how are we gonna do that?!" Spike asked in worry.

Phobos nodded his head in concern, "It's not like a ghoul like him has a weakness or something..."

Tao hummed softly before turned to them as he spoke, "There is. I hear a legend of him. It is said that Spiritshadow has some kind of Dark Magic in summoning a death to defeat his enemies. Some said they came from his body like a Grim Reaper. Others claimed he's the Ghoul of the Past."

"What's that gotta to do with Spiritshadow's?" Rainbow asked in concern.

"It has..." Twilight said in realization. Everyone turned to her, "Spiritshadow has some kind of powerful spell to summon the death. If we can destroy it, then we can free Apple Bloom and Scootaloo from it."

Ben nodded his head, "It might work, but could be risky when we faced him. We'd better watch out for our souls."

"Agreed. We'll get both Apple Bloom and Scootaloo back home. I can be certain of that, partner," Applejack said determinedly.

"So am I, AJ," Rainbow said confidently while flying up high, "Let's go save our sisters!"

"Count me in," Nyx exclaimed.

"I'm going too!" Spike exclaimed determinedly.

"No way," Phobos exclaimed in denial. Spike pulled Phobos's wings hard while making the latter yelped painfully, "Okay! Okay! I'm going too!"

Ben nodded his head, "I'm going too. I have the feeling that fighting with a ghoul won't be grateful as fighting Guildenstern." He shivered himself out while gulping in concern, "Seeing him... reminds me of a boogie man..."

Twilight nodded her head, "Yeah. We'd better get going now. The last thing we want is another innocent lost their souls to a ghoul."

Spike yelped in shock and worry. As he burped out the greenish fire, the scroll appeared in front of everyone. Twilight levitated it as she opened and read it. She gasped in shock and worry. Everyone turned and looked at her.

She spoke firmly and seriously, "Guys... Apple Bloom and Scootaloo aren't the only ones lose their souls. Sweetie Belle and more innocent foals across the Equestria lost theirs too!" Everyone gasped in shock and concern. She continued, "We have to stop Spiritshadow before he gets more of innocents!"

Ben nodded his head, "Agreed. But where can we find him? He could be anywhere."

"Not to mention, he could be at Darkness Realm," Applejack said in concern.

"Or maybe..." Tao spoke calmly as everyone turned to him, "He could be at the Valley of the Death. That was located at somewhere of Demon Domain."

"Tirek's old home?" Rainbow asked in shock, "you think he could be there?"

"Only one way to find out," Twilight said determinedly, "we're going to that valley and rescue our friends now..."

Tao nodded his head in agreement, "While I cannot be there for you at Valley of the Death due to , I can contact you through my Mental Link. Stay in contact with me."

Twilight nodded her head, "I will."

Twilight and her remaining friends (Applejack, Rainbow Dash, Ben, Nyx, Spike and Phobos) quickly moved out and left the Friendship Rainbow Kingdom. Tao remained and stayed behind at the castle for checking up while staying in contact with Twilight and her friends.

* * *

><p>At the deadly and dark cavern Valley of the Death with several different bones, Spiritshadow was inside of the demonic house. He chatted through the use of bluish portal-like.<p>

_"You have done well, Spiritshadow," _Dark Curse commented, _"Collecting more of innocent foals should bring these fools to us, and especially involving Cutie Mark Crusaders."_

Spiritshadow bowed_, "I lived to serve, my master. And rest assure... I will have all of Holders of Elements of Harmony. Their powers will be put to use for our conquest of the Living and the Light Realms."_

_"Excellent... Do not underestimate them. Many enemies had fallen to them easily, and especially that foolish Boris and his gang. They had fail so many times,"_ Dark Curse reminded.

Spiritshadow chuckled evilly, _"Rest assure, my master. I will not fail you."_

Dark Curse huffed, _"You'd better hope so, fool."_

Dark Curse's vortex disappeared from Spiritshadow's sight. The latter smirked darkly before looking at his body. It had only the ribcage and bluish glowing sphere. The crying and screaming voice shouted in pain, despaired and feared.

_"Soon... Everything will come to fruition..."_ Spiritshadow said darkly.

Spiritshadow chuckled evilly and darkly.

* * *

><p>Within the bluish sphere, there were many innocent souls drifted and flew around the area while crying and screaming for help and free from the prison. The Cutie Mark Crusaders were among them. Three of them looked scared and worry of what had happening.<p>

_"Where are we?" _Apple Bloom asked in shock while showing her scared and feared face,_"Applejack, please... Help us..."_

Within the bluish sphere-like, innocent foals and fillies flown around while screaming, crying and begging in fear and despair for help and their parents. Three Cutie Mark Crusaders gathered around as they were all having their own discussion.

_"Okay! Would somepony tell me what the heck is gonna on?!"_ Scootaloo demanded in shock and fear, _"I wanna get out of here!"_

_"Yeah! This is so scary! I want my sister! I want to go home!" _Sweetie exclaimed anxiously.

_"Knock it off," _Apple Bloom exclaimed. Both Scootaloo and Sweetie Belle turned and looked at her. She continued, _"Wherever we are now, he wants our sisters and friends to come and get us!"_

_"Then, we're saved from that whoever he was,"_ Sweetie Belle exclaimed in excitement.

Scootaloo nodded her head, _"That ghoul made a big mistake for taking us in!"_

_"No! It's not like that!"_ Apple Bloom protested as both of her friends looked at her. She continued, _"He's setting a trap for them! And we're his bait to get them!"_

_"Why?! Why would he want them?" _Sweetie Belle asked in worry.

Scootaloo gasped in shock as she jumped up and spoke, _"The Elements of Harmony! Twilight and others still possessed that powers! If he gets them-!"  
><em>  
>Sweetie Belle gasped, <em>"The Dark Mystic Ponies can win the war! Grimmore would be free from his prison! And Apocalypse Ponies will take over our home! This is so not good! We've gotta tell them!"<em>

_"How, genius?!"_

_"I don't know! Think of something! We've gotta tell them about it!"_

Apple Bloom came in between and moved them aside as she exclaimed, _"Knock it off! It's not the time of arguing! We need to figure something out to get out from this place!"_ She then looked behind of her. She spotted some ghoulish rings-like chains surrounded some shadowy figures. Apple Bloom hummed softly, _"I'd say we investigate that chains."_

_"Is it a prison?"_ Sweetie Belle asked in concern.

_"Only one way to find out," _Scootaloo said determinedly,_ "we're going to ask and talk with them."_  
><em><br>"Then count us in, girls,"_ The familiar voice shouted firmly. Cutie Mark Crusaders turned and spotted four familiar foals: Blaze Leo, Midnight Moonlight, Ace Leo and Aurora Borealis. The former were in shock and surprise. Blaze Leo spoke, _"We're doing this together!"_

_"No way! Flare Tiger's children are here,"_ Scootaloo asked in shock, _"How?"_

Midnight huffed in upset, _"You weren't the only ones get trapped here. That stupid ghoul caught us too!" She groaned in annoyance, "When we get out of here, I'm gonna ripe that stupid ghoul apart!"_

_"Please, sister. Don't be angry. We mustn't let fear and anger bested us," _Aurora begged in concern. She sighed, _"If we want to escape, we need to know where and how from these prisoners. They might know something."_

Ace nodded his head, _"Aurora's right. If we're gonna make it out alive, we need some info and learn of this prison. And I hope mommy and others come can make it out and save us."_

_"Or in other way around,"_ Sweetie Belle said as four Flare Tiger's children turned and looked at her. She continued, _"It could be a trap for them, Hopefully, they're okay from fighting with the ghoul._"

_"Yeah. No telling what that ghoul is up to,"_ Scootaloo agreed.

_"Then, let's get started," _Blaze Leo spoke, _"We need to get out and save our family."_

_"Then, let's do it now,"_ Apple Bloom ordered.

The Cutie Mark Crusaders headed straight to the mysterious prison cells as they began their investigation on the prison area.

* * *

><p>At Golden Heart's home, Pinkamena was taking a long nap in her bedroom. Her flatten tail twitched and shaken hard as she sensed something. She growled in anger as she slowly got up. She jumped off the bed. She headed to the closet as she placed her pinkish armor up and took some blades and gears. She exited her room and headed to the living room where her older brother was reading the newspaper while Omega was training his brothers about the world.<p>

Golden Heart turned and found Pinkamena dressed in her armor, "Pinkiamena? What's wrong?"

Pinkamena's eyes narrowed in anger before spoke in Arnold Schwarzenegger's Accent, "I'll be back for dinner."

"O... O... Okay?" Golden Heart said awkwardly.

Pinkamena exited the house's and headed off.

"No evil and meanie ghost and demon gets away with stealing souls from innocent fouls and fillies! Demon Domain, here comes Pinkamena Diane Pie!"

* * *

><p>At Friendship Rainbow Kingdom, Twilight and her friends packed and settled their supplies and gears as they were ready to journey to the Valley of the Death.<p>

Seeing her remaining team were ready, Twilight nodded her head, "It looks like we're ready."

"Hold on a minute, partner!" A familiar Southern voice shouted. Twilight and her friends turned and spotted both Flare Tiger and Pinkamena meeting up with them. She continued, "Coz we're joining in the fight."

"Flare Tiger? Pinkamena? What- I mean why?" Spike asked in shock.

"Did something bad had happen?" Nyx asked in concern.

Phobos nodded his head, "By the looks of that, I'd say you're pissed off a lot."

"I am, partner," Flare Tiger exclaimed in anger, "In fact... I am one angry mama now."

"Angry mama?" Rainbow asked in shock and concern before gasped, "Wait! You don't mean-!"

"Your five children's souls were taken?!" Applejack asked in concern.

"Nope, partner. Just four. My little Iris got sent back to my home yesterday while my four were with me and Comet. The last thing I remembered was putting my foals to sleep soundly," Flare Tiger said in upset, "and the next?! They got their souls captured!"

"How did you figure that out? Zecora told you?" Ben asked in shock.

Flare Tiger shook her head, "Nope, partner! I sense magic! And someone called Spiritshadow took them! And when I find that ghoul, I'm gonna pound him until he's gonna be sorry for everything!"

"Count on me too," Pinkamena exclaimed, "He's gonna be sorry for what happen to the foals!"

Twilight nodded her head in agreement, "Thanks, everyone." She turned to the front as she spoke calmly, "Let's get going! We've got some children to save!"

Twilight and her Rescue Team headed off to the Valley of the Death.

* * *

><p>Nearly late afternoon, Twilight and her friends had arrived at the long dark, demonic and scary valley; Valley of the Death. It was one of Demon Domain's terrifying place, and it was Tirek's old home before he and his brother left to terrorize the ponies' home.<p>

Twilight and her friends continued their journey through the high valley's both sides of mountain. They looked around of their surroundings as they kept their sharp eyes on any sign of their enemies. They found nothing.

It was quiet. Too quiet...

"Everypony," Twilight said calmly, "Stay close together. I've got the bad feeling about it."

As Twilight and her friends continued their journey; Spike, Phobos and Nyx got left behind as the middle one got tripped. As both Spike and Nyx helped Phobos up, the blackish mist was heading straight. When three of them turned to the black mist, it formed into something familiar creature. Three of them gasped before they screamed in fear.

Upon hearing of that, Twilight and her Rescue Team turned and checked out on Nyx, Phobos and Spike as the former found the latter lying down on the floor. They all gasped in shock and fear.

"Spike! Nyx! Phobos! **NO!**" Twilight screamed in fear as she held and hugged three of them tight.

Twilight's Rescue Team groaned and mumbled in anger upon looking at the sight. Before they could do anything, they heard the evil yet sinister laughing. They looked around of their surroundings as they searched and looked for the source of laughing. Twilight remained in looking at the bodies of Nyx, Spike and Phobos before she snarled and growled in anger.

Twilight looked up and shouted in anger, "Spiritshadow?! Where are you?! **SHOW YOURSELF!**"

The evil laughing continued for a long time. Twilight gasped in shock as if she sensed something. She turned to her front. She found Spiritshadow standing before her and her friends. He smirked evilly yet gleefully.

"Spiritshadow..." Twilight snarled.

_"We meet... at last..." _Spiritshadow said eerily before chuckled evilly. He then showed his pain and despaired look, _"Oh... You must be in pain. Was it because of your children's souls?"_

Spiritshadow then chuckled evilly and darkly. The ponies growled in anger and upset. They were angered by his mockery.

"You're gonna pay for it, Spiritshadow!" Ben exclaimed in anger, "I want Nyx, Spike and Phobos back now!"

"You said it! Where's Apple Bloom?!" Applejack demanded.

"Scootaloo! Where did you hid my squirt?!" Rainbow demanded angrily.

"Give back my children, ghoul!" Flare Tiger exclaimed in anger.

"Don't forget... the other children you took!" Pinkamena reminded in anger.

Spiritshadow smirked darkly, _"If you want them, you're gonna get me... first!"_

Twilight and her friends armed with their weapons as they prepared to fight with the ghoul. Spiritshadow jumped up high. He took something out from his ribcage: a small skull. As he held it high, it glowed darkly yet bluish. He chuckled evilly before throwing it right in front of them.

**_BOOM!_** The skull exploded as it taken a form of a giant ogre. He growled in anger while glaring at Twilight and her friends.

Applejack gulped in concern, "What the hell did it just happen?!"

"A skull make a monster appear?! So not good..." Rainbow said in fear.

"Whatever it was, we have to defeat him!" Ben exclaimed in determination as he held his Master Sword up high.

Spiritshadow chuckled, "Not if I stop you first, boy." He turned to his ogre, "Crush them!"

The Ogre cried in anger as he was about to punch on Twilight and her Rescue Team. They quickly jumped and moved back while Twilight levitated Nyx's, Spike's and Phobos's bodies to the big rock's back. They turned and glared at the ogre as they avoided and dodged the attacks from the ogre as quickly as they can.

As they continued dodging, the ogre cried in anger as he tried to slam his punch on them one-by-one but Twilight and her Rescue Team dodged and evaded the attacks.

Ben jumped and stabbed his Master Sword on the ogre's back for once. The ogre cried in anger as he grabbed Ben and squeezed him tightly. Rainbow and Flare Tiger flew up before rammed and knocked the ogre as hard as they can on his head mostly. Pinkamena jumped up high and slammed her sword on the ogre's toe hard. He cried in pain as he let go of Ben, who quickly summoned his Megaton Hammer and slammed on the ogre's right feet hard.

The ogre cried in pain as he bounced while holding his right feet tightly. Ben charged in as he tried to slam his Megaton Hammer on the monster's legs. But the ogre dodged and moved back while slammed his punch on Ben's head. Rainbow grabbed him up. Flare Tiger and Pinkamena charged in and rammed the ogre to the mountain walls hard.

Spotted a giant boulder on top of the cliff, Twilight and Applejack smirked while looking at each other as they gave a nod. Twilight swooped Applejack up as the former swung the latter around her for few times. Twilight threw Applejack off as the latter aimed and flew straight at the boulder. Applejack landed and kicked the boulder off the edge.

As Ben and his team kept on cornering the ogre, the latter cried in anger. The boulder slammed on the ogre to the ground hard.

Spiritshadow groaned in anger, _"Curses!"_

Twilight and her friends turned and glared at Spiritshadow. They armed with their weapons as they prepared to fight and battle with him.

"Ha! Too easy!" Rainbow bragged.

**_BOOM!_** Twilight and her team yelped in shock. They turned and found the ogre's body turned into black mist. It then flew straight to Spiritshadow's body as the latter chuckled evilly.

Spiritshadow threw four skulls out to the ground. They exploded and formed the four pony warriors from Kouma Warrior with his Nagata, Saddle Arabia Warrior with his scimitar, Canterlot Warrior with his mace and Ma Warrior with his bare hooves. They armed with their weapons in ready to fight.

Applejack glared at the shocking Rainbow Dash, "You've just had to say it..."

"This must be his power..." Twilight said in shock, "A power to summon a Death to fight us. He really is a Grim Reaper..."

Ben gulped, "And something tells me this is the beginning."

Spiritshadow chuckled evilly, _"Well observe, Sparkle."_ He smirked gleefully, _"And when I'm through with you, I'm going after the rest. And soon the Realm of Living will fall. Kill them!_"

Four warriors charged in as they attacked Twilight and her friends at once. Twilight and Ben fought the Canterlot Warrior. Applejack and Rainbow Dash fought the Saddle Arabia Warrior. Flare Tiger battled with Ma Warrior. Pinkamena fought Kouma Warrior.

Twilight blocked her Starblade against the mace for five times before charged in and swung her sword at him for three times but the knight blocked and deflected it. Ben jumped up and slammed his sword on his head. The Canterlot Warrior threw his second mace on Ben to the ground hard before turned to Twilight as they both swung their blades against each other for few times.

Ben slowly got up as he had his Master Sword transformed into his Claw Shot. He aimed his weapon at the Canterlot Warrior. He fired his shot right on Canterlot Warrior's right hoof tight before pulling it back. Canterlot Warrior turned and pulled his hoof back hard while Ben pulled his back. Twilight struck her sword right on Canterlot Warrior's back.

With his scream, Canterlot Warrior transformed into a essence and flew straight to Spiritshadow's body quickly.

Rainbow Dash flew and rammed straight at Saddle Arabia Warrior who dodged and evaded the attacks while swinging his scimitars at her for few times. Applejack charged and rammed him to the walls hard before punching and kicking on him for few times. He quickly kicked her off before swung his both scimitars at her. Rainbow rammed him off before firing her Magical Nunchucks Gun Mode at him for few times. Applejack jumped and punched her punch on Saddle Arabia Warrior's face hard. The Saddle Arabia Warrior transformed into an essence.

Flare Tiger and Ma Warrior charged in as they both fought with their own bare hooves in punching and kicking while dodging and blocking for few times. As they both continued, they both armed themselves ready to fight. They both charged in. As Ma Warrior jumped up and thrust his hooves right at her, Flare Tiger jumped up high and kicked his stomach hard. He transformed into an essence.

Pinkamena charged in before dodged and evaded the attacks from Kouma Warrior who swung and slam his nagata on her for few times. Aftermath, Kouma Warrior breathed heavily before landed on the ground hard. Pinkamena thrust her sword on his stomach hard before he disappeared into an essence.

Three of them entered Spiritshadow's body. Spiritshadow chuckled evilly and sinisterly while glancing at Twilight and her friends. They glared back at him.

_"You cannot win, Twilight Sparkle. I... am more powerful."_

Twilight snarled in anger, "A power fueled only by the strengths and skills of the warrior-" She shouted in anger, "Whose essences you have stolen, Spiritshadow!"

Applejack huffed in anger, "Twilight's right! Without them, you're nothing!"

"Last chance, ghoul!" Rainbow demanded in anger, "give us back our friends now! Or we'll kick your flank! If you had one!"

Spiritshadow chuckled evilly, _"You are wise, ponies... But who cares!"_

Spiritshadow stuck his tongue at them. He threw five more of skulls to the ground before they exploded. Twilight and her friends armed with their weapons as they readied to fight. They gasped in shock.

"No way..." Pinkamena said in shock.

Twilight and her friends encountered the same warriors they had defeated.

"But- but how?! We just defeated them!" Ben asked in shock.

Spiritshadow chuckled evilly as he flew above his minions,_ "Yes, you did. But they are essences. You cannot defeat the essence." He snickered a bit, "You may defeat them again and again... and again... But I commanded the essence of thousand warriors, and even you all. You won't able to defeat them all."_

Flare Tiger snorted, "Don't try it, buddy."

_"**KILL THEM!** And bring me their essence!"_ Spiritshadow ordered.

Five warrior roared in anger as they charged straight at Twilight and her friends. Twilight quickly moved to the front as she blasted her Multiple Unicorn Blasts at five warriors at once but the Ogre didn't get affected. He continued charged right at them. The ogre slammed his fists on the ground at once.

Ben quickly summoned his Megaton Hammer as he slammed his hammer on the ogre's stomach hard. Rainbow charged in and rammed the ogre hard to the walls. She took her guns out and fired on his belly for few times. Applejack jumped up and punched on the walls, causing some rockslides on the ogre to the ground.

Ma Warrior jumped and kicked Twilight's head to the walls before punching on her face for few times. Pinkamena thrust her blade on his back hard before threw him aside. Canterlot Warrior slammed his mace on her but got his belly thrust by Twilight's levitated Starblade. Both Kouma Warrior and Saddle Arabia Warrior charged at Flare Tiger from both sides. They both swung their blades on her head but Flare Tiger jumped up as both had each other's struck.

Five warriors' bodies turned into the essences as they all flew straight to Spiritshadow. Twilight and her friends turned and glared at Dark Mystic Ghoul. They were all in anger and rage as they were tempted to kill him.

_"I am truly impressed, mortals..."_ Spiritshadow commented wickedly before grinned darkly,_"But... It is futile. Surrender peacefully... So I can return the children's souls back to their bodies."_

"How can we be sure you're telling the truth," Ben demanded angrily, "The last time I check with my Dark Mystic buddy, he lied to me... all this time to get the shield."

Spiritshadow chuckled evilly, _"You're right... You don't!"_

Spiritshadow flapped his cape out as thousands and more of skulls thrown out on the skies. They landed on the ground. Twilight and her friends armed themselves in ready to battle.

**_BOOM!_** Almost thousands of skulls exploded up. As the smoke slowly dispersed, Twilight and her friends were in deep shock and scared. They encountered thousands of warriors and soldiers from the past, including... the children and even Mane Six's own flesh and blood?!

"No..." Twilight said in shock and worry, **"NYX! SPIKE! PHOBOS!"**

**"APPLE BLOOM!"** Applejack cried in shock.

**"SQUIRT! NO!"** Rainbow cried in shock and fear.

**"KIDS!" **Flare Tiger cried in pain and shock.

Most of the pony children didn't respond like they were controlled. Their eyes were in blank, not a sign of life. Twilight and her friends were in deep shock and concern.

Ben snarled in anger, "What the hell are you up to?!"

"You'll pay for this!" Pinkamena screamed in anger.

Spiritshadow chuckled evilly, _"You want challenge? I shall give you one. And this one is extremely..."_ He smirked darkly and sinisterly, _" Minions... **ATTACK!**"_

Thousands of warriors and children cried wildly and determined as they all charged straight at the shocking, worrying and scared Twilight and her Rescue Team.

Twilight and her Rescue Team ran fast and away as they were being chased after by the thousands of controlled warriors and children. As they continued running away, they sometimes took a peek on their back. They were all in feared and concerned about their captured yet controlled friends.

As they continued running along the long yet narrow road, Rainbow Dash spotted a small hole from left walls. She quickly flew straight to it before turned to her friends and waved them to enter the area at once. Twilight and her friends quickly entered the hole at once. While they remained in hidden, the controlled minions continued charging and heading straight in search of their preys.

Twilight and her friends panted in exhaustion and tired. They were exhausted from running away from their enemies.

"I can't believe this is happening..." Applejack said in shock.

Flare Tiger nodded her head in concern, "Not only warriors, but... but the children." She sniffed in pain, "My children... I can't believe that stupid ghoul used them!"

Rainbow patted Flare Tiger's back gently, "We'll get them back. I promised."

"But question is... How are we gonna do that? That guy is impossible to deal with," Ben said in concern and feared, "And I'm worry that... we won't save them in time."

Twilight shook her head in denial, "No! There has to be a way! I'm not leaving mine or my friends' behind! I won't!"

**_SCREECH!_** Pinkamena screamed in anger. Twilight and her friends gasped in shock and feared.

**"PINKAMENA! DON'T!"** Everyone but Pinkamena screamed in fear.

**_SLASH! SCREAM!_** The warrior that Pinkamena killed turned into black mist. It flew straight out from the hole they were hiding.

Twilight groaned in annoyance, "Killing that warrior would alert Spiritshadow about our location!"

Rainbow groaned, "You're worse than Pinkie Pie, Pinkamena! Now, we're in deep trouble!"

"Sorry..." Pinkamena apologized.

"Never mind, partner!" Flare Tiger exclaimed in shock and concern, "Here they come!"

Thousands of Warriors and Children had arrived on the hideout. They surrounded the area. Twilight and her friends came out as they armed themselves with their weapons for the battle. Spirtishadow floated above his minions as he gave them his evil and dark smile.

_"Go, my minions. Destroy them!** I WANT THEIR ESSENCES NOW!**"_

Thousands of warriors and children cried wildly and angrily as they all charged straight at Twilight and her friends.

"We have to fight," Twilight said while having her eyes narrowed in determination, "but we can't hurt the children!"

Rainbow groaned in annoyance, "Just great..."

As the thousands of warriors and children came close, Twilight and her friends charged into the battlefield. While the heroes battled the warriors, they avoided and evaded the attacks from the children.

Ben used his Hylian Shield in blocking the arrow and bullet storms from both archers and rifleponies while at the same time, he swung his Master Sword in attacking and defeating his enemies to the death. He rolled over to the front in avoiding the attacks from both Phobos and children. With his Hylian Shield disappeared, he then summoned his Razor Sword. He battled and attacked his enemies one-by-one while deflected the blasts from his enemies. Both Spike and Phobos jumped and slammed Ben to the ground hard before they punched his face hard and pain.

Applejack used her Mind Whiplash in striking and defeating her enemies from charging on the ground and the minions shooting from the edge and mountain. When they closed to her, she kicked her enemies from back or punched them from the front. Upon seeing Apple Bloom and controlled Earth Pony children, Applejack turned and hovered over to another area before battled and fought against some of warriors. Apple Bloom and her controlled friends chased after Applejack.

Rainbow flew to the sky as she swung her swinging Magical Nunchucks in battling with her flying enemies. When her enemies passed her by, she chased and went after them before using her Magical Guns in firing and blasting them out. As she continued battling her enemies, Scootaloo and the Pegasus Foals charged in from the edge of mountain as they brought her down to the ground. They attacked and hit on her head hard and quick.

Pinkamena swung her Sword of Pinkie in defeating the warriors quickly and hard as she can. She then gave them a creepy and scary laughs; causing most of the minions screamed and ran away from her. Sweetie Belle and the Unicorn jumped and slammed her to the ground. The Unicorn Children then fired their magic horns at her.

Flare Tiger punched and kicked her enemies quickly and hard as she can while dodging and avoiding the attacks from her enemies. Blaze Leo, Midnight Moonlight, Ace Swift and Aurora Borealis jumped and slammed her to the ground before punching and knocking her out as quickly as they can. Flare Tiger moaned and groaned painfully as she struggled to get out from them.

Twilight blasted her Unicorn Bursts and Twilight Star Shower at her enemies when they all charged straight at her. At the same time, she swung her Starblade in defeating her enemies while blocking the attacks from them. Seeing her enemies charged from the top, Twilight flew straight up to the top and swung her blade against them one-by-one. Nyx; in her Battle Form, grabbed Twilight and flew straight to the ground hard. Nyx punched on her own mother's face for few times.

As the heroes continued battling with the controlled warriors and children, the former heard of what the latter had mumbled and muttered.

_"Free Within... Free Within... Free Within..."_

Twilight and her friends were in concern and confused of what the mind-controlled minions had said as they continued their battles with the enemies.

As most of the warriors were defeated, their bodies transformed into the essences. They flew straight and entered Spiritshadow's body.

As Nyx was about to punch Twilight, the latter quickly kick her off. She quickly headed back as more of her teammates managed to kick the warriors and children off from them. Both warriors and children surrounded them. Spiritshadow chuckled evilly and sinisterly.

_"It's only a matter of times, ponies... It's over now... Kill them!"_

Spiritshadow's minions charged in and attacked Twilight and her friends; forcing the latter to battle them while avoid harming and attacking the children.

Applejack grunted in anger as she punched and kicked her enemies off, "We've gotta do something. I can't keep on like this!"

Flare Tiger nodded her head before kicked her enemies off, "Yeah! And I really mean kicking that stupid ghoul! That guy is tough to catch!"

"Not to mention," Ben exclaimed in concern before thrust his Master Sword at two to three warriors' chests, "- we've gotta stop him from using their essences!"

Rainbow Dash rammed two to three flyers to the walls hard before using her Magical Gun Modes in firing her enemies, "Yeah! No kidding! We need to do something about getting them out and our friends kept mumbling 'free within'!"

Twilight gasped in shock as she remembered what Tao had mention about 'freeing the essence' and 'free within'.

Tao's voice echoed her mind, "His powers comes from the essences. Without them, he will be useless and unable to fight his enemies. But if you don't stop him from collecting the innocents or warriors' souls across the Realm of Living, he will become too powerful or strong for you all to stop. Spiritshadow has some kind of Dark Magic in summoning a death to defeat his enemies."

"Spiritshadow has some kind of powerful spell to summon the death. If we can destroy it, then we can free Apple Bloom and Scootaloo from it," Twilight's voice echoed on her head.

Twilight's eyes widened in shock, "That's it! All this time... It's right under our muzzle! I can't believe it!" Everyone turned and looked at her. She continued, "It's the essences Spiritshadow has kept! That's what Nyx and her friends are trying to tell us! If we can get them out, he'll be weakened!"

"That'll be lickety-splits!" Flare Tiger exclaimed happily, "Then our friends and kids will be freed in no time!"

"That's brilliant, Twi! But there's one tinsy thing we're missing," Rainbow said calmly but shouted, **"HOW THE HECK ARE WE GONNA DO THAT?!"**

Ben spotted some of the spiritual essences were heading straight to Spiritshadow as the latter continued laughing.

"From within," Ben answered, "If we destroy whatever trapped the souls, we can free them."

"Question: how are we gonna get in," Applejack asked in concern.

While Twilight and her friends battled their enemies, Pinkamena thought of something while watching the event. She gasped in surprise before giggled happily. She turned to Twilight and her friends with her happy looks.

"There might be one way. I seen an Episode about this the hero grabbed one of the essences went within his void and freed the warriors ."

"Seriously?" Twilight asked in concern.

Killing the last three warriors, Pinkamena smiled, "Just grab a defeated warrior and fly into the Ghoul and free the trap souls Duh..."

Nyx and her Cutie Mark Crusaders nodded their heads in agreement as they all charged right at Twilight and her friends. The latter were in shock and concern of seeing Nyx and her friends charging at them. Pinkamena nodded her head firmly.

Knew it was their one shot, Twilight and her friends took a deep breath as they prepared to defeat Nyx and her friends. As the latter got close to the former, Twilight and her friends quickly punched and knocked Nyx and her friends out. The latter group smiled in relief.

Nyx and her Cutie Mark Crusaders transformed into the essence forms as they all flew straight to Spirtishadow's body. Spiritshadow chuckled evilly and darkly.

**_SNATCH! _**Spiritshadow gasped in shock as he opened his eyes. He spotted Twilight and her friends grabbing the essence's tail and they were heading straight to him. He gulped.

_"Impossible..."_

As Spiritshadow continued watching, Twilight and her friends entered his body's bluish sphere at once...

* * *

><p>Upon entering the realm, Twilight and her friends landed on the ground at once. They looked around of their surroundings. They found thousands spiritual blazing rings which trapped most of the warriors and children sitting and squatting down.<p>

As Twilight and her friends passed the prison cells, they found and saw many of prisoners with deep despair and pained, trapping within Spirtishadow's prison. They then spotted the large bird's cage-like. They found someone familiar: the Cutie Mark Crusaders. Twilight and her friends approached to the cage at once before giving the children a warm yet relief hug. They then departed.

_"Boy, are we glad to see you here,"_ Spike commented happily.

_"I knew you can figure it out!" _Nyx exclaimed happily.

Twilight nodded her head, _"I'm glad to see you and your friends are safe from the danger."_

Applejack sighed, _"We almost hurt you all. I'm so sorry."_

_"It's okay, Applejack. We're the essences,"_ Apple Bloom said calmly, _"Besides our bodies may feel the pain, but it doesn't affect our souls as long as he kept us here. We're his prisoners."_

Sweetie Belle nodded her head, _"That's why you've gotta free us!"_

_"Yeah, free us," _Scootaloo smirked determinedly, _"He'll be weakened and beaten for good without fighting him off."_

Twilight nodded her head, _"That's the plan, girls. Let's do it! All of you will be freed!"_

Twilight and her friends lifted their own weapons up as they slammed on Cutie Mark Crusaders' Prison. The latter smiled and cheered happily as they hugged the former passionately and happily. Everyone turned and glared at the prison.

Twilight and her friends charged in. They slammed their weapons and bare hooves in breaking the prison's spiritual rings into pieces. With the rings broken, the warriors and children transformed into pure white lights-like as they flew and escaped from Spiritshadow's prison.

As Twilight and her friends continued freeing the prisoners while the latter spiritually escaped, the area glowed brightly in white...

* * *

><p>Spiritshadow screamed in pain as he felt his body kicking and hurting. He clenched his body hard as he tried to hold his hard and tight. For the moment had passed, the bluish orb-like broke into pieces. Spiritshadow screamed wildly as the thousands and more of essences broke through and escaped him. As the white light spread and scattered across the Equestria, other strong yet glowing lights flew straight down.<p>

As the thousands of light flew across the Equestria, they quickly entered the bodies of children from churches, hospitals and clinics. They slowly opened their eyes and looked surprise and shock. The parents saw their children alive as they embraced the latter tightly, happily and passionately. At Manehattan's Hospital, Rarity hugged Sweetie Belle hard as soon as she saw the little one alive.

At Zecora's Hut, both Tao and Zecora were watching on Apple Bloom, Scootaloo and Flare Tiger's four children. As the latter's souls entered their bodies, they slowly opened their eyes like they were waking up from their deep slumbers. They got up at once and cheered happily and wildly. Zecora and Tao smiled in relief of seeing the children alive.

* * *

><p>As all of the essences escaped, Spiritshadow had turned into his broken, crippled and weakened state. He fell to the ground hard. For the moment had passed, he struggled in getting up. He looked at his body. He gasped in fear and shock.<p>

_"My essence... Where's my es-!"_

Spiritshadow looked up and found thousands of Warriors glaring at him. He gulped in fear while shivering.

_"No... No... Noooooooo!"_

The thousands of warriors approached Spiritshadow as they were preparing to punish him.

On top of the edge, Twilight and her friends were standing on it along with the living Cutie Mark Crusaders members, Nyx, Spike and Phobos. They all glared at their enemies from the top. Sensed someone calling Twilight and her friends, they responded to it through the use of Mental Link.

_"Twilight and my friends, you did it. The missing souls of children have return safely to their physical bodies,"_ Tao reported happily.

_"Yeah! Thanks, sis! You did it! We're saved now!"_ Apple Bloom said happily.

_"Yeah! We're so awesome on both in and out,"_ Scootaloo exclaimed happily, _"We tell you guys from the inside and then we bang it out!"_

Applejack and Rainbow giggled happily and amusement.

"So true, squirt. You're so cool, kid," Rainbow smiled.

Applejack nodded, "Either way, both you Cutie Mark Crusaders and Mr. Tao did the wonderful job. Thank ya'll very much."

_"No problem,"_ Apple Bloom thanked happily, _"Can't wait to see you come home safe, sis. So, we both can start our apple bucking."_

"Yeah! We can do some awesome and cool stunts!"

Scootaloo exclaimed happily, _"Just hope Sweetie Belle alright too."_

"My children?" Flare Tiger asked in concern.

Tao responded, _"They're safe too. They're okay now. They're waiting for you now."_ Flare Tiger smiled in relief. He continued, _"Come home now. I fear the attacks of both Myotis and Spiritshadow is nothing but the beginning of our endless fight."_

"Got it," Twilight nodded her head in agreement. She turned to Nyx, Spike and Phobos. She smiled, "I'm so glad to see you alright. I was so worried."

Nyx nuzzled Twilight's legs, "Don't worry, mom. I'll be fine. We handle the worst, we can take care of it."

"Yeah. Not to mention, this is our second time to experience the death," Spike remarked.

Phobos shivered in fear, "Never want to do that again."

Twilight giggled in amusement. She turned and looked at the worried Ben. He hissed in concern as he had some thoughts. He saw the scenes that he was not familiar with. He saw himself yelling angrily at his saddened and pained mother and Twilight Sparkle about something. He saw himself talking with Shadow Dragon. He saw himself fighting with Azure Phoenix and Strikespell. He saw himself holding Twilight closed to him while crying in anger and despair. He saw... Spiritshadow laughing and chuckling evilly and darkly.

"Ben?"

"It's okay, Twi. I'll be fine. Let's go home."

Twilight smiled and nodded her head in agreement. She and her friends turned and headed straight to their home. Ben's smile turned into frown. He looked up and glanced at the sky as he wondered of what did his vision told him about. What does it involved him, his family and Spiritshadow?

* * *

><p>At the Dark Mystic Throne Chamber, the dark and demonic armored Dark Mystic Elite Guards brought the weakened Spiritshadow before Dark Curse. Spirticurse, Crimson Skull and Kishin Akuma were with him as well.<p>

Dark Curse snarled in anger, "You have failed me..."

_"No master!"_ Spiritshadow exclaimed in fear, _"Please forgive me!"_

Dark Curse hummed calmly and snarled in anger, "No! Take him away! Torture him with his miasma! Make him suffer!"

As the Elite Guards grabbed his shoulders and pulled him away, Spiritshadow screamed in fear, _"No! Not miasma! Anything but that! Noooooooooooo!"  
><em>  
>With Spiritshadow taken away, Dark Curse turned his attention to Spiritcurse, Kishin Akuma and Crimson Skull.<p>

"My brother is completely useless as usual, my liege. I knew his arrogance and boastful would lead his downfall," Spiritcurse remarked angrily, "I don't even know why I kept him alive."

"Be thankful that..." Crimson Skull cleared his throat, "he still can be useful as others are for the special plans."

Kishin Akuma nodded his head in agreement, "Despite some setbacks, our plans continue. Ben is aware of his vision has yet to come. This means he won't expect of what he would do next."

Dark Curse nodded his head in agreement, "Yes... When that time comes, he will be twisted by the truth of his blood mother's lies. The plan is what I had hope for. Continue your mission and objectives, this is merely the beginning."

Dark Curse did was giving a dark smirk...

_The End_

**Main Casts:**  
>Tara Strong: Twilight Sparkle<br>Ashleigh Ball: Applejack, Rainbow Dash  
>Jason Marsden: Ben Mare<br>Daveigh Chase: Nyx  
>Cathy Waseluck: Spike<br>Chris Sanders: Phobos  
>Kevin Michael Richardson: Spiritshadow<br>Michelle Creber: Apple Bloom  
>Claire Corlett: Sweetie Belle<br>Madeline Peters: Scootaloo  
>Adrian Libman: Pinkamena Diane Pie<br>Jennifer Hale: Flare Tiger

**Minor Casts:**  
>Brenda Crichlow: Zecora<br>Sab Shimono: Mystic Tao  
>James Arnold Taylor: Blaze Leo<br>Scott Menville: Ace Lewis  
>Katie Griffin: Midnight Moonlight<br>Catherine Taber: Aurora Barealis  
>Latham Gaines: Dark Curse<br>Susan Silo: Spiritcurse  
>Liam O'Brien: Crimson Skull<br>John Swasey: Kishin Akuma

**Preview - _Blood Flow_**: Myotis, angered by his son's siding with the heroes; decides to attack his friends. Can Terrorcreep, Twilight and Flutterbat be able to defeat him and rescue the ones they love and cherish?

_Review and Suggest as much as you can..._

**References:**

1) _Spiritshadow _is based on _Demongo the Soul Collector _from **_Samurai Jack_**.

2) This story is based on **_'Samurai Jack's_** Episode called **_'Jack vs. Demongo the Soul Collector'_**.

3) The vision Ben experience foreshadows **_'Fluttercruel, My Dear'_**.


	3. An Ultra Ultron

**An Ultra Ultron**

Within the black Science Laboratory, a mysterious figure was sitting down on his chair as the crimson eyes appeared and glowed darkly. He hissed in anger while having something clenching and knocking like metals against another.

The door was opened. The mysterious figure looked up and glared at his guests. They revealed to be Dark Curse and Crimson Skull. They were looking at him.

_"What is thy bidding, my masters?"_ The mysterious figure asked calmly.

Dark Curse smirked as he explained, "It is time for your mission, my dear strategist. And above all, make no mistakes of what I want you to do."

The mysterious figure looked at him unemotionally yet calm and firm, _"Shall I terminate my former creators? Shall I bring these mortals to their doom? Shall I finally accomplish my long-time program?"_

Crimson Skull smirked, "You shall, my friend. Do not forget the most important program, Ultron..."

The mysterious figure or known as Ultron slowly came out from the shadows. He revealed to be metallic Unicorn with his head had an antennas and mouth pincer. He had his crimson eyes narrowed in anger yet pleased.

_"Perfect..."_

* * *

><p>At Ponyville, Twilight and some of her friends (Rainbow Dash, Pinkie, Spike and Ben) were working on special yet important project with the help of Shining Armor, Icy, Tailtech and the crimson unicorn with brown gentle short brown mane and tail: Armor Stark. Armor Stark was putting all of silver metallic armor on a Mystic Soldier.<p>

"Alright, try again," Stark said calmly, "That should do it."

"Hopefully," Tailtech said in concern, "This is 100th time for us to use the same trick and design of armor in penetrating Grimmore's Shield. I have some doubts that won't work."

Icy nodded her head, "Agreed. Grimmore always put some serious spells to make sure that not one Mystic Pony could enter the uninhabitable area."

Stark groaned in annoyance, "You guys really need some faith on my work. They don't call me 'Iron Stallion' for nothing."

Shining Armor had his eyes rolled over, "Like having an Element of Armor and 'Thinking' in making thousands of armors? Pretty obvious..."

Stark groaned in annoyance, "Anyway... 101st Armor Test. Go ahead, pal."

Mystic Soldier gulped in concern as he slowly marched towards the outside of Ponyville. For the first moment, Mystic Soldier looked okay and safe. He sighed in relief before he turned to his bosses. He was about to report that he was okay.

**_ZAP!_** Mystic Soldier screamed in pain while having his body get electrocuted and shocked by the mysterious lightning attacks. Twilight and her friends yelped and gasped in shock and fear of what they were watching and seeing.

**_BOOM!_** He screamed wildly before thrown up and slammed to the ground hard. He moaned painfully. He let his head up and smiled weakly.

"I'm okay..."

As the Mystic Soldier fell his head to the ground, Twilight and her friends looked shock yet concern of what they had seen.

"That went well," Spike remarked.

Stark hissed in anger, "Another failure... Can't this get any better..."

"Told ya," Icy and Tailtech said blankly.

Twilight sighed, "There's gotta be a way to help Mystic Ponies through Grimmore's Dark Shield. We can't do it without their help. The attacks from Three Lords are getting more reckless and dangerous than before."

"Yeah... But how, Twilight," Rainbow said in concern, "It's not like we can call another genius to help us. We ran out of some genius. No offense, Twi."

Twilight said in annoyance, "None taken... But she's right. We need another genius to help us in getting Mystic Ponies through Grimmore's barrier and help any ponies."

Tailtech hummed calmly before smiled calmly, "I think I know somepony who can help us."

Everyone turned and looked at him. He has someone else in his mind. But who?

* * *

><p>At the tall tower-like building with the word: 'Idea', a crimson Unicorn with brown gentle short mane and tail while having a bearded and mustache while his Cutie Mark was armor symbol dressed in his scientist suit was working from his command center.<p>

He was working on a greenish robotic pony with wings within the experimental chamber. With his assistants: The muscular navy Earth Pony with gentle short brown mane and tail and his Cutie Mark was A Fist and Idea, and a skinny and little Earth Pony with spiky brown mane and short tail while his Cutie Mark was game console dressed in their scientist suits. They were helping him on working the project.

After some working out on the robotic pony, the Unicorn sighed in relief. He took a glance at the robot. He smiled proudly.

"He looks ready," The Unicorn said calmly. He turned to two Earth Ponies, "So what'd you think, Big Geek and Little Gamer?"

"He looks okay," Little Gamer said calmly, "But don't you think... It's risky?"

Big Geek nodded, "Gamer has the point. The last time you create them... The first one went rogue while another was severely damaged and lost his memories."

Armtact sighed in defeat, "Yeah... I know." He then took a glance at the robot, "But for him... I'm making him special... Something better than that rogue. Something doesn't involve the program. Not anymore..."

"Sure he's right about it," Little Gamer asked in concern.

Big Geek shrugged, "Sure hope so. If this happen, we are so dead trouble..."

Armtact, Big Geek and Little Gamer took a last glance on the robotic Pegasus Pony sleeping and lying down on the metallic bed.

* * *

><p>As Armtact, Big Geek and Little Gamer returned to their office, they found and encountered both a Zebra dressed in his blue Military Suit with his Shooting Gun Cutie Mark and a peachy Unicorn with her crimson mane and tail in ponytail and her Cutie Mark was Quill and Paperboard. They were both waiting for Armtact and his assistants.<p>

"Ah... Violet and Rocky. Good to see you," Armtact greeted casually before chuckled a bit, "Hopefully I didn't miss another meeting. I can tell by your looks, Vio."

Violet sighed in annoyance, "Nope, Armtact... You were just in time. You've got some visitors. A very important ones."

As the door opened, Twilight and her friends entered the office. Armtact looked surprise and shock.

"Hey there, Armtact," Tailtech greeted.

Armtact smirked, "Long time no see, Tailtech buddy. Haven't seen you around since some Virus Problem."

Tailtech sighed, "Please, don't remind me about it. Listen, we need your help."

Armtact sighed in annoyance, "Of course. What else you're here for? You need my help." He cleared his throat as he sat down on his office chair and table, "So what can I do for you?"

Tailtech explained, "Just need your help to deal with Grimmore's Shield. It's been pinning most of Mystic Ponies down a lot. We need to do something about breaking through or destroy that shield. I hope you have a good invention."

Armtact smiled, "Buddy... You've just come to a right place, buddy."

Little Gamer groaned in annoyance, "Great... Another work to deal with... Just great."

"Quit complaining, bro," Big Geek argued, "Besides. We are honored, Professor."

Tailtech smiled, "Thanks, guys." He turned to his friends. Before he could speak, he saw them looked shock and surprise as if something shock or surprise them. He asked, "What? Is there something wrong?"

"Yeah... Like... Why's Armtact looked like Armor Stark," Rainbow asked in surprise.

Pinkie giggled in amusement, "That's simple, Rainbow! VISION-KING stolen Power Master's idea of basing the OC on Tony Stark. After all, Power Master is the one who started the list down of all Mystic Ponies and Dark Mystic Ponies. And therefore, he has the rights to make one. Boy, VISION-KING really need to check out properly..."

Everyone looked shock and surprise of what Pinkie had said.

"I'm gonna pretend I had no idea of what she had said," Little Gamer remarked.

Big Geek nodded, "You and me both."

Violet sighed in annoyance, "It's quite simple. Armor Stark is Mine and Armtact's Descendant."

Everyone looked shock and surprise of what Violet had said. It was very hard to believe for Twilight and her friends to think about Armor Stark and Armtact were actually ancestor and descendant.

"Wow... No wonder I got a good-looking looks. I'm proud of it," Armor Stark smiled.

Armtact nodded his head, "Yeah... It's a good thing too, otherwise I would have passed the Element to a wrong elf."

"Good point. Never like that Demon God. He's quite an annoying."

"Couldn't agree more. If I have some kind of mouth shut trap, I would have shut his #%&&ing mouth of his."

Rocky sighed in annoyance, "And not to mention... They both had a big ego too. It's quite annoying."

"Hey!" Armtact and Stark exclaimed in anger and annoyance.

"Guys... Less yapping and more helping," Ben reminded calmly, "Besides, we need to deal with the shield at once. There's no telling what Grimmore's planning next. He could send another Elite Warrior to attack us."

Pinkie yelped in shock, "Don't remind me!"

Armtact chuckled calmly, "Alright... We'd better get started. Follow me."

Armtact, Violet and Rocky led Twilight and her friends into his lab as they were preparing to work on creating and building the weapon in damaging and destroying Grimmore's Shield.

* * *

><p>As Armtact and his two acquaintances led Twilight and her friends through the hallway of his lab, they were having some chats with each other and especially involving Armtact and his friends.<p>

"So Tailtech," Ben said calmly, "How long have you known of Armtact and his friends?"

Tailtech smiled, "I've known them since the day I joined his 'Idea' Industry when I was 14-years-old." Twilight and her friends gasped in shock and surprise while Stark whistled in impressed. He then explained, "Armtact is one of Mystic Ponies' best scientist and inventor of the world because of his brilliance and genius for his minor inventions and advanced weaponry. And best of all, he was the User of Element of Armor."

Stark whistled, "Wow... That's interesting..."

Armtact smirked, "That's me, alright. The best of the best."

Tailtech sighed in annoyance yet smiled while having his eyes rolled-over, "Miss Violet is both Armtact's assistant and wife since she joined his company. While Violet often got... 'pressured' by Mr. Armtact, she still cares and loves him so much."

Violet giggled, "True... But I still deserve a better treatment from Mr. Armtact."

Armtact sighed, "C'mon, Vio. Don't be mean with me. I am. Besides, I did say 'I couldn't live without you'."

Rocky smirked, "Real typical."

"And you are? By the looks of it, you're more Military Soldier than being Armtact's Assistant or Security Guard," Shining Armor said in surprise.

Icy giggled, "Rocky is Armtact's best friend and yes... He is the Steel Military General who work for Iron Brave."

Rocky nodded, "Not only that... I have to keep an eye out for Armtact, just in case if he tried to do something stupid or funny."

"Hey!" Armtact protested in anger.

Pinkie bounced around both Big Geek and Little Gamer while giggled happily, "What about these twos?! They looked exactly like Sherman and Spinner Cortez! That would be amazing and great to have two geeks here!"

Big Geek rolled his eyes while chuckled, "I'm going to pretend that I have no idea of what she had said. Gamer and I may have been Armtact's Lab Assistants, but we both worked under Lightning Wisdom as his Tactical and Support Units. I worked for his strategies and calculation of situation and arena and especially the inventions."

"And I work as the Computer Manager! Managing the system is my game," Little Gamer said proudly.

Rainbow groaned in annoyance, "Just what we need... Another geeks..."

Twilight rolled her eyes, "C'mon Rainbow Dash. Seriously... Can't you at least be respectful or relief to have someone like them?"

Rainbow huffed, "Whatever..."

As Twilight and her friends continued travelling through the corridor of long scientific hallway, the door slammed down from the top quickly. They gasped and yelped in shock.

"What the-?! Hey, what's the big idea?!" Spike demanded angrily.

Armtact cleared his throat, "Sorry about that. That never happen before. PHIL... Would you mind stop fooling around and get this door open?!"

"PHIL? He named his A.I. 'PHIL'?" Stark asked in surprise. Both Rocky and Violet nodded their heads in agreement. He chuckled a bit, "Wow... I named mine 'JARVIS'."

"Somehow, I wish I could have an 'A.I.'," Twilight said in disappointment, "He could help Spike on his chores."

Spike nodded his head, "That could be fun..."

Armtact hummed in concern, "Something's wrong... PHIL never been quiet and ignored my command before unless.." He gasped in shock, "Something controls him!"

**_"Indeed... Mr. Armtact Stark,"_** The calm yet dark voice said, shocked Twilight and her friends and especially Armtact. He continued, **_"PHIL is no longer functioned as your butler and assistant. Or rather... he was under my control..."_**

"Ultron..." Armtact said in shock and feared.

**_"It's been a while, Armtact. Once again... You have let a single intruder into your lab. That was truly pitiful of you..."_**

"I'm gonna make you pay, Ultron!"

**_"I doubt of it. Escape it and my units... if you can..."_**

With Ultron's speaker shut off, the alarm went off. Twilight and her friends were in shock and concern about the situation they were having now.

"Mr. Armtact, what the heck is going on?!" Shining Armor demanded angrily.

"Yeah! Who's that Metalhead Pony?! How does he knows you?!" Rainbow demanded as well.

Armtact sighed in annoyance before turned to Twilight and her friends, "Look... As much as I want to explain the situation but we have an intruder to deal with. First thing first: get out of the corridor and find Ultron. And at the same time, I'll explain to you about it."

Rocky nodded his head, "Armtact is right. Ultron is controlling the building now, and that includes the Army of Metal Warriors and Tankers."

"If I suspects correctly," Violet said calmly and firmly, "Ultron is at the Building's Reactor Mainframe. It controls most of the building. If we stop him from that, we shut down the rest of the building's securities and armies."

Rainbow smirked, "Now that's kind of my plan."

"Me too!" Pinkie bounced happily.

"It looks like we've got crazy robot to deal with," Twilight said in concern.

Ben nodded, "Hopefully, it doesn't make things difficult."

Stark smirked, "Well then, we'd better suit up."

Armtact smirked, "I couldn't agree more."

Both Stark and Armtact glowed brightly as they slowly formed the metallic golden and crimson armor around them. Stark's armor was modernized and advanced yet simple armor while Armtact's was more futuristic armored-type. Both Violet and Rocky joined as well. Violet was more white and purple while Rocky was black and grey armor with more advanced weaponized Gatling Gun on his right shoulder, his gauntlets were blasters and left shoulders was missile launchers.

Twilight and her friends were in shock and surprise of what they were seeing.

"Okay, we're ready," Armtact said proudly.

Twilight nodded her head as she and her friends turned around and headed off at once...

* * *

><p>At the Reactor Mainframe Area, Ultron watched the event through the use of transparent screens. He witnessed and seen them. Metal Warriors blocked and pushed most of the Securities and Scientists into storehouse and warehouse. Another scene was more Metal Warriors scouring and securing the area. Twilight and her friends continued running while battling the metallic warriors and tankers.<p>

Ultron remained unemotional or caring about it. He launched the multiple cables in attaching and connecting the mainframe's system.

_"Distract them as much as you can," _Ultron ordered darkly,_ "I will accomplish my mission..."_

* * *

><p>Twilight and her friends had managed in defeating and beating most of metallic armored Metal Warriors and the bulky armored and artillery weaponized Metal Tankers. With the help of Rocky's powerful artillery blasters, most of Metal Tankers were destroyed. With speed, Violet charged in and knocked most of Metal Warriors out quickly. Both Armtact and Stark launched their blasters and punches on them.<p>

Twilight and her friends headed straight to the elevator. They tried to press the lift but for some reason... It did not respond.

Instead of using the lift, they used the stairs to climb down to stop Ultron before it's too late. As Twilight and her friends continued running, they had some chats about Ultron.

"Okay... What I'm about to say is gonna blow your mind," Armtact exclaimed in concern and worry, "Ultron is my first creation."

"WHAT?!" Twilight and her friends asked in shock and concern.

Armtact continued, "After the success of building both Metal Warriors and Metal Tankers, I decided to create my latest work called 'Ultron Project'. It's about making and building the special advance robopony with not only artificial intelligence, but also with the emotions. Their program is to serve the public's trust, protect innocents and the worlds, and uphold the law. And they were perfect! They protected both realms from danger until-"

"Until one gone nuts. And his name is Ultron," Spike answered.

Violet nodded her head, "Yes. Ultron wants to protect the world from danger. And the only way to protect them is to exterminate the threat: us. But one remained loyal and protect Armtact from danger till he was damaged."

"And his name is Vision. And that guy risked everything to save our home and not to mention..." Big Geek sighed, "He wanted to know what it means to be a pony with life."

"Yeah! That Ultron screwed him up! It took us forever to fix him up," Little Gamer muttered in anger.

"Now we know what Ultron's good at," Rainbow said calmly, "But wanna tell us what Ultron really wants?"

"Simple. If I was a robot and have a special and important program to do," Stark said calmly, "What do I need to accomplish it?"

Twilight thought for the moment before she gasped, "Using the Mainframe, he can access anything and that includes something dangerous and powerful to destroy the organic."

Armtact, Violet and Rocky gasped in shock and concern, "Hyper Canon Satellite!"

Twilight and her friends looked at Armtact and his friends with their shock and concern expression. Armtact explained, "If Ultron gets through my security system, he will activate the Hyper Canon Satellite and fired right at his targets."

"We've gotta stop him now!" Pinkie explained in concern, "Before he could destroy anything!"

"Pinkie's right. We can't let that crazy robot do anything he wants," Ben said determinedly.

"Then, we'd better get moving!" Shining Armor exclaimed determinedly.

Twilight and her friends charged at once on walking down the stairs. They have the mission to fulfill...

* * *

><p>Twilight and her friends battled and defeated some of Metal Warriors and Metal Tankers as they all had arrived on the entrance of Reactor Mainframe. Upon entering the area, they spotted Ultron's connecting to mainframe's system. He turned and glared at Twilight and her friends.<p>

_"Welcome to your doom, flawed specimen," _Ultron said darkly, _"I have gained most of your Metal Warriors and Metal Tankers. And once I reached for your precious Hyper Canon Satellite, I will destroy every last of Mortals, and then Grimmore himself. He is nothing but nuisance to our cause. We cannot let someone like him interfere and bother my master and Lord Superior."_

Stark whistled in shock, "Wow... I know Dark Curse and Grimmore were rivals, but I didn't know that the Dark Lord took it so personal..."

Rainbow nodded, "Yeah. The first time we fight with that jerk. He barely even lose his confidence and calm."

"There's lot of ways to lose his temper and sanity," Twilight explained calmly, "By defeating us."

"Well, this is Dark Lord Dark Curse we're talking about," Armtact explained, "The Dark Lord wanted to prove the world that he is more true threat than Grimmore. As far as I know of, Grimmore's Elite Warriors were defeated by Twilight and her friends. So hard to believe that mere Mystic Ponies like us had hard time to deal with them."

Rocky nodded, "Except the Ultimate Mystic Warriors and Mystic Council. They're more powerful enough to defeat most of Grimmore's Army and Elite Warriors."

"Yeah... I don't know why Grimmore's Army didn't put so much effort as others," Ben asked in shock and surprise.

"Guys. Mission - stop that robot from using the Hyper Canon Satellite?" Violet reminded them.

"Right!" Twilight and her friends exclaimed in shock as they had forgotten about the important mission.

Twilight and her friends armed themselves in ready to fight with their enemies. Ultron turned and glared at them. His eyes glowed darkly yet more crimson. Doors behind opened as more of Metal Warriors and Metal Tankers charged into the battlefield. He pressed some buttons on his transparent keyboards while looking at his monitor.

_"Defeat me if you can,"_ Ultron said calmly yet darkly, _"You only delay the inevitable..."_

"We'll see about that, robo-freak!" Spike exclaimed in anger.

"Hold them tight," Tailtech exclaimed as he headed straight to left-sided wall. He attached his watch's cable to the wall while pressing some buttons, "I'll try shut it down from here."

"Count me in!" Little Gamer shouted.

"While the rest takes that rejects down," Big Geek exclaimed.

Twilight and her friends charged into the battlefield while Metal Warriors and Metal Tankers charged as well.

Twilight launched her Magical Spells in defeating them while swinging her Starbalde at them. Rainbow Dash swung her Magical Nunchucks at them hard and quick. Pinkie fired her Party Canon at them quickly while bounced and dodged the attacks. Both Armtact and Stark flew and charged straight to the battlefield as they both punched, kicked and fired their repulsor at them. Rocky punched, kicked and fired his artillery weapons at them quick. Shining; using his armored form, punched and kicked at his enemies. Ben swung his Master Sword at them. Violet was dodging the attacks while battling her enemies quick. Spike, Icy and Big Geek protected Tailtech and Little Gamer as they shot their own attacks: Dragon Flame, Frozen Stroke and Big Bang Blasts at them.

Tailtech and Little Gamer continued in figuring of how to shut the mainframe down before Ultron won the battlefield.

As the battlefield continued for past moments, Ultron pushed the button on it while turned to his enemies. He spoke darkly, _"I shall deal with it. It is futile to resist. Surrender and submit is your only option."_

"Eat my dust!" Stark exclaimed determinedly.

Stark charged in as he was about to punch on Ultron's face, but the latter dodged back before kicked the former to the walls hard. Shining Armor and Ben charged in. They both swung their swords from both sides. Ultorn held them quickly before activated his Minor Blasters in shooting them aside.

Rainbow charged in as she swung her Magical Nunchucks on Ultron's head and body hard and quick for few times. She was about to transformed hers into a Magical Spear Mode. As she did, he quickly grabbed it and swung it at her. She dodged quickly as fast as she can. After few times of dodging, Ultron fired his Crimson Beam on her face. Pinkie blasted her Party Canon at Ultron for few times on his armor and head. He continued approaching her before slapping her to the ground.

Twilight charged in as she battled and swung her sword against Ultron who fought back by firing his Crimson Beam and Minor Blasters at her. They both dodged and avoided the attacks while battled with each other hard and quick. As Twilight struck and thrust her sword at Ultron's chest, Ultron grabbed her head before launching his Crimson Beam at her out.

Ultron turned and approached Tailtech and Little Gamer who were still working on shutting the mainframe down. Rocky, Big Geek, Spike and Icy fired their attacks at him as hard as they can. He continued approaching them. He then punched and kicked them one-by-one hard. As he was about to fire his Crimson Beam, his face was kicked by Violet to the ground. She punched and attacked Ultron hard and quick but missed them for few times before he punched her face hard.

Armtact groaned in annoyance, "Time to bury you alive, you reject!"

Armtact charged straight at Ultron to the walls as the former gave the hard punches as hard as he can. Armtact then launched his Unibeam at Ultron's face who fired his Crimson Beam at it. Both Unibeam and Crimson Beam continued pushing yet clashing with each other before reaching to middle. They both groaned determinedly.

Ultron groaned, _"Give it up. I have set the coordinates for Hyper Canon Satellite to attack. There is no hope for you to stop."_

"It's not until a fat lady sings!" Armtact exclaimed determinedly, "You may have beaten everyone. But as long as we have hope, we're not gonna stop until you're down!"

_"Illogically,"_ Ultron disagreed.

_"Not quite, Ultron,"_ The voice exclaimed. Ultron turned to his right before having his armor damaged. Armtact quickly shot his blasts at Ultron head to pieces. Everyone turned and spotted the green robot. He continued, _"I cannot allow you destroy the lives of thousands!"_

"VISION! You're active!" Armtact exclaimed in shock.

Vision nodded, "Yes, Master Armtact. I'm active. I am honored to be function again. And... it's quite nuisance for me staying in hibernation."

"Glad to see you back. And thanks for the save," Armtact thanked happily.

Tailtech and Little Gamer managed to shut down the mainframe including the Metal Warriors and Metal Tankers, along the building's system. They sighed in relief that they stopped Ultron from using the mainframe in destroying the Equestria.

Tailtech and Little Gamer rebooted the system, and the building was online. Everything was safe and secured.

_"Sir..."_ The deep British voice asked.

"Aw... PHIL, good to see you online, buddy. How are you? And guess what? We beaten Ultron and save the world," Armtact said proudly.

Stark nodded, "And not to mention, you and JARVIS would become the best A.I. buddies."

_"I appreciate that, Mr. Stark,"_ PHIL said calmly, _"But that is not the reason I'm reporting. Ultron's objective in eradicating the mortals was his secondary while his main one was accomplished. And the against Grimmore... was even a lie too..."_

Twilight and her friends were in shock and concern of what PHIL had said.

"That's not only that," Tailtech said in concern as he checked on Ultron's body, "This Ultron we fought... He actually downloaded himself into the system before the fight begins!"

"Then that means... He got what he was looking for!" Armtact said in concern.

"If that was his secondary objective, then what is his main one," Twilight asked in concern.

What was Ultron's true goal...

* * *

><p>At Dark Mystic War Council Chamber, both Dark Curse and Crimson Skull were waiting on their seats. The door was opened in two and revealed to be another Ultron. As Ultron approached to the War Council seats, they turned and looked at him.<p>

"Well," Dark Curse asked.

Ultron reported, _"Mission accomplished, my liege. I have retrieved him..."_

As Ultron launched his cable to the council's system in downloading something, Dark Curse and Crimson Skull turned to the screen. The screen shown two crimson eyes while growling softly.

"Welcome back, Demon General Machine Dragoon..." Dark Curse greeted darkly...

_The End..._

**Main Casts:**  
>Tara Strong: Twilight Sparkle<br>Ashleigh Ball: Rainbow Dash  
>Adrian Libman: Pinkie Pie<br>Cathy Waseluck: Spike  
>Jason Marsden: Ben Mare<br>Andrew Francis: Shining Armor  
>Tom Kane: Ultron<br>Adrian Pasdar: Armor Stark/Iron Stallion  
>Eris Loomis: ArmtactOriginal Iron Stallion  
>Kate Higgins: VioletRescue, Tailtech  
>Bumper Robinson: RockyWar Machine  
>Kristen Bell: Princess Icy<br>Brian Drummond: Big Geek  
>Gabe Khouth: Little Gamer<br>Latham Gaines: Dark Curse  
>Liam O'Brien: Crimson Skull<p>

**Cameo:**  
>Peter Jessop: Vision<br>Phil LaMarr: PHIL

**Preview - An Unraveled Secret** (takes place shortly after **My Little Pony: Assassin's Creed**): Even after the real truth of Starlight had been revealed, the Sparkle family still feels guilty for what their actions did against Lorcan (especially Mr. Sparkle and Shining Armor). And to make matters worse, the Mane Six find out that the Mystic Ponies have kept the truth of Starlight's disappearance from everyone all these years which angers Twilight and Lorcan. Can Twilight and Lorcan forgive the Mystic Ponies for what they have done? Will the Sparkle family be comforted and reassured?

_Review and Suggest..._

**References:**  
>1) <strong><em>Armor Stark (VISION-KING's FC)<em>** and **_Armtact (Power Master's FC)_** based on **_Iron Man (Marvel)_**

2) **_Violet_** is based on **_Pepper Potts (Marvel)_**

3) **_Rocky_** is based on **_War Machine (Marvel)_**

4) **_Big Geek_** and **_Little Gamer_** are based on **_Sherman and Spinner Cortez (Hot Wheels Battle Force 5)_**

5) **_Vision_** is based on _**Vision (Marvel)**_

6) _**PHIL** _is based on **_JARVIS (Marvel)_**


	4. An Unravel Secret

This story is based on _**Justice League Unlimited Season 1 Episode 26: Epilogue. **_In honor of the best writer for most of cartoons and DC Animated Series and Films: _**Dwayne McDuffie**_.

* * *

><p><strong><span>An Unravel Secrets<span>**

At the modernized Mystic Ambassador's Building, more of black suited Mystic Securities armed with their blasters, swords, pikes and spears. They were on high alert in defending the important pony from both infiltration and assassination.

On the garden area, the shadowy portal opened form the walls. Three shadowy figures came out and headed straight to the building. The first figure opened the window as his allies entered before he went in.

Within the building, more of Mystic Securities were scouring across the corridors and even around the area. On the upper level, three securities were moving and heading straight to the end before turned to the left. The last one was about to move but he was grabbed by another hoof and dragged into the room.

Three shadowy figures emerged and headed off to their next destination. They had arrived on the room where four securities were guarding it. As the securities were guarding the area, first two got shot by the small darts on their necks. The next two were trapped without ropes or whip. The shadowy punches emerged from their backs. The punches knocked Mystic Securities out.

As the five shadowy figures opened the door, they entered the room. They looked around in search of someone for them to finish the job. The light went on. They armed with their weapons. They turned to their backs. They revealed to be Twilight Sparkle, Shining Armor and Starlight Sparkle.

"I've been waiting for you three, Sparkling Siblings," The calm voice spoke. Twilight and her siblings were looking at Firmtact and another Unicorn with short grayish gentle mane and tail dressed in his grayish uniform with Silver Star with Bluish Wings. She smiled, "Welcome to my home..."

Starlight approached while glaring at her, "I want answers! I want them now!"

The unicorn aimed his gun at Starlight, "I watch your tongue if I were you, Assassin."

"Easy, Captain Tarkin," Firmtact spoke calmly. giggled in amusement, "My, my, my... Even you returned as your former self, you still had the bad attitude from Equestrian Eliminator."

Twilight groaned, "Stop wasting time and tell us. Tell us the truth! You knew about Starlight's alive from the beginning, didn't you?!"

Firmtact gave Twilight and her brothers a serious and firm looks, "So you found out about the truth, didn't you? How did you came by it?"

Starlight stood up and spoke, "Let's say... I've met the Demon Knight Twins named Shahar and Shalim. They told me about how I became Equestrian Eliminator."

"Not to mention... I've found the truth from Rodrigo's diary saying that you guys had hidden the truth about him!" Twilight exclaimed in anger.

Shining Armor nodded, "And because of that, all of us nearly blame and kill Lorcan for that..."

Firmtact sat down as she took a drink and sip of it, "And how it goes?"

Twilight, Shining Armor and Starlight remained standing while glaring and looking at Firmtact.

* * *

><p><em>Starlight narrated, "Something I'm not happy or proud of it, and especially being what I am today..."<em>

_At Cyprus, the light brownish stallion with gentle mane and tail named Shalim while another was darker brownish stallion with messy mane and tail named Shahar and they both had same Cutie Mark: Happy and Sadly Masks were celebrating their celebration. They watched and witnessed female courtesans were dancing their moves while the orchestral played their instruments for the celebration._

_As the white Pegasus dressed in her Ma Courtesan Dress was dancing happily and lovely, she turned and gave both Shahar and Shalim a lovely wink. They both smiled in amusement and interesting. They wanted her so much._

_Within their bed chamber, Shahar and Shalim were having their times and enjoyment with most of courtesans. As they continued having their affairs with the girls, the White Pegasus slowly moved her right hoof as it slowly revealed Hidden Blade. She struck on Shahar's neck first. _

_Shalim screamed in fear as he got off from the bed and escaped the door. Instead of escaping, he was struck by... a purple hooded figure. The latter removed his hood and revealed to be Starlight himself._

_Most of Courtesans screamed in fear and panicked while escaping and leaving the bed chamber. Both Starlight and Pegasus Courtesan remained while glaring at both Shahar and Shalim. Starlight turned to her and gave her a smile._

_"Nice going, sweetie." Starlight groaned in annoyance, "I still don't like the idea of letting you to get an affair with stallions, June."_

_June giggled happily as she approached and gave Starlight a kiss, "Really? Without me, you won't able to kill lustful and prideful Knights. And trust me, it works well. Plus, you and I have a great private affair."_

_Starlight sighed, "I guess you're right about that. Well, now the job is done. We can go and have our fun together." _

_June smiled and nodded her head. Both her and Starlight heard the evil laughter as they turned and glared at the dying yet laughing Shahar and Shalim. Why would their enemies do that when they're dying..._

_"Tell me... Traitor..." Shalim spoke weakly, "Have you ever wonder... how you survived your first death?"_

_Shahar chuckled, "It's quite amusement of it..."_

_"What's that supposed to be mean?!" Starlight demanded angrily._

_Shahar chuckled, "Your true and first death... was actually killed... by Chrysalis..."_

_"Indeed... You were saved and rescued by your so-called friend," Shalim said slyly._

_Starlight narrowed his eyes anger and suspiciously, "I have no friends before Grimmore took me in as his first Assassin Hunter. And trust me. That wasn't pleasant."_

_"True... But did you wonder... who saved you?" Shahar asked in amusement._

_Shalim chuckled evilly, "Indeed... Shadow Dragon may have saved you but those Mystic Ponies did not... A pity... Truly pity..."_

_Starlight was in shock and concern of what Shahar and Shalim had said. His first death never happened. He was rescued by... his former master and friend: Shadow Dragon?! And why didn't the Mystic Ponies alerted his family about it!? And above of all, why didn't save him?!_

_Before Starlight could questioned and interrogated the twins, he found them died with their eyes wide-opened. He closed their eyes. He groaned in anger while clenching his hooves on the ground hard._

_"Starlight?" June asked in concern._

_Starlight put his hood up, "I've gotta go. I'm heading to Canterlot. I'm gonna find the answer..."_

_June looked concern and worry of what Starlight had said. All she saw was her boyfriend opened his Shadow Portal and left her. What had happen?_

* * *

><p><em>At Royal Sister's Throne Chamber, Princess Celestia was discussing with her sister, Lorcan, Azure Phoenix and Tao about dealing with infiltrators and spies. The door was opened very hard. They turned and found angry Twilight Sparkle, Shining Armor and Starlight marching in. They were also approaching to their friends.<em>

_"Twilight," Princess Celestia asked in concern, "What's wrong?"_

_"What's wrong?! What's wrong?! You lied to me! All of you did! And I fell for it!" Twilight said angrily._

_Shining Armor nodded his head, "Yeah! Everything we've been through! Everything we've done?! It was a lie! And all of you involved in it!"_

_"What is your point," Azure Phoenix demanded calmly._

_"What is my point?! My point is that I never thought that everything me and my brothers have been through is nothing but part of your scheme and plan since the beginning!" Twilight exclaimed in anger, "You've set this up!"_

_"Not only that... You knew Starlight was alive before he got captured and used by Grimmore," Shining Armor said angrily._

_Starlight nodded his head, "Shadow Dragon may have treated me. But you did nothing to save me or stop Grimmore from using me! And the worst about it... you put three of us in grave danger!"_

_"WHAT?!" Princess Celestia, Princess Luna and Lorcan exclaimed in shock. They turned and glared at Azure Phoenix and Tao._

_"You knew and you didn't bother telling me?! We could have avoided a full damn invasion and 50 years of yours truly planning to destroy ponies! Why the #*^& didn't you tell us?!" Lorcan demanded angrily._

_Twilight nodded her head in agreement, "Yeah... Why didn't you?!"_

_Azure's eyes narrowed in firm and calm, "What do you want from me?"_

_"I want to know the whole truth!"_

_"Sounds like you already do..."_

_Twilight groaned in anger, "I didn't want to believe that you're so incredibly selfish and cruel that the world couldn't go on without the Chosen Ones of Elements of Harmony!"_

_"It's not selfish or cruel. It's facts," Azure Phoenix said calmly._

_Shining Armor glared at Azure, "You set the whole thing up!"_

_"How?! The Mystic Ponies were banned and forbidden from helping or assisting the mortals since the Coup D'etat Rebellion. Because of Shadow Dragon's arrogance and hunger for powers, the Immortal Ponies are forbidden from helping or assisting Mortal Ponies," Azure Phoenix explained firmly._

_Tao nodded his head, "Even if Starlight did died, we are forbidden from using our powers to revive the dead. To do that means we're destroying the Balance of Life and Death. Without that, the world will be overrun or even meets it destruction. You have to understand that law."_

_Princess Luna sighed, "I'm afraid it's true, Twilight. They have their laws of balancing the world and order."_

_Twilight sighed, "Even so... You could have told me. If you had, I wouldn't have hated on Lorcan in the first place! All of my family would have!"_

_Lorcan nodded his head, "Twi has the point."_

_Celestia sighed, "I'm sorry, Twilight. I truly am. But it is not my call to do it. I... I must do what I can to protect our home."_

_"Even if we did," Azure Phoenix said calmly, "it wouldn't change anything from you stopping and defeating Lorcan, or even save the world. Fate or not, it's a good thing that you and your friends are destined to be Chosen Ones to defeat Grimmore and the Army of Darkness. The world needs the Elements, and it always will..."_

_Tao sighed, "I'm afraid Azure's right. The mantle of Wielders of Elements of Harmony is an honored, Twilight. You and your friends should be proud of it, not against it."_

_Unhappy and angered by her former friends' words, Twilight narrowed her eyes in anger. She turned and looked at Tao._

_"I forgive Tao because you helped me and earned my trust as my Mystic Guardian." Twilight turned and glared at Azure Phoenix, "But not you, Azure. You're nothing but selfish and cruel and even insane warlord. No wonder Celestia chose Sombra or Ben's father over you. Being Wielder... is nothing but a curse. Because of that, I draw more of my old and new enemies to harm everyone I know of. I wish that never happens."_

_"What are you saying, Twilight," Tao asked in concern and feared._

_Twilight sighed as she turned and walked away, "The Wielder of Element of Magic and Princess of Friendship... is dead..."_

_"And so as Captain of Royal Guard, Prince of Crystal Empire and Wielder of Steel is gone too," Shining Armor nodded his head._

_Starlight narrowed his angry eyes, "Master Assassin of Shadow and Wielder of Shadow... is just an illusion..."_

_Shining Armor and Starlight followed Twilight Sparkle in exiting the entrance. Princess Celestia was about to move, but Azure Phoenix stopped her from going. She turned and looked at him. He shook his head._

_Lorcan groaned in annoyance, "Wait to go. You just ruined their lives. And this time, it's yours."_

_Azure Phoenix remained firm and calm as he spoke, "Let them be... They will always be what they were meant to be. Nothing can change that..."_

_"Azure..." Princess Celestia said in concern _

* * *

><p>Firmtact smiled, "And so... You came here instead of learning the truth from me?"<p>

Twilight nodded, "Yes... Azure Phoenix can't be trusted. After everything he has done for me, it was a lie. And I fell for it..." She sighed, "Azure Phoenix wanted the successors for Elements of Harmony, so he can get rid of Grimmore. That's his Master Plan since the beginning. And in the end, he got what he needed."

Shining Armor narrowed his angry eyes, "Not only you, Twily. All of us were involved."

Starlight nodded his head, "Yeah... We got robbed of our normal lives. He ruined us..."

Firmtact sighed, "Honey... Lord Azure didn't set the Master Plan. I did..."

Three Sparkling Siblings gasped in shock and concern. Firmtact was the Mastermind of the Master Plan?!

"How? Why?" Twilight asked in shock.

Firmtact sighed as she explained, "Because the Equestria and Heaven need the Elements of Harmony. Ever since the Royal Sisters broke up from their unity, I began have some thoughts of the future. Without them, we will not able to protect the worlds from danger or even Demon God himself. And if that happens... our doom will come..."

"So you began research on Elements of Harmony's possible research?" Shining Armor asked curiously.

Tarkin nodded his head, "Yes... Under Emperor's permission, Firmtact created her Project Supreme including me as the Grand Secretary. And we did numerous and possible successors for all of Elements of Harmony. Nearly 100% is in Equestria while some remained with us."

"However, because of Shadow Dragon's betrayal..." Firmtact took over, "We were forced to send all of Elements of Harmony to the safety area at once until the rightful heir come and claim it."

"As for the original and first Elements of Harmony, we mapped the possible successors for them. Both Sunset Shimmer and Flash Sentry would have been chosen... But they have different paths to take: Sunset as the Wielder of Element of Purity while Flash as the Wielder of Element of Wind."

"Yes... Finding the heirs for the original is challenging. But if it weren't for the Oracles of Fates and Blackwitch's future sights, we wouldn't able to learn of your existence."

Tarkin spoke firmly, "In order to be sure that our future is secured, we made some preparation for it and even it means... the sacrifice to make. And so comes the conclusion of our Master Plan."

Firmtact nodded, "It happens when six of you received your own Cutie Marks at the very same time since Rainbow's Sonic Rainboom. Because of that, the Tree and Elements of Harmony sensed it. They told us that you and your friends were the one."

"Does Iron Brave knew about it?" Shining Armor asked.

"And what about me? Turned as Grimmore's Assassin?" Starlight asked in concern, "It looks like your plan was a bit sideways. The Element of Shadow would have been captured by Grimmore."

Tarkin cleared his throat, "True... But because of your heart, you were able to overcome Grimmore's powers. And you became what you are today."

"Iron Brave doesn't know about it," Firmtact explained, "But I told him that he will meet you and it will surprise him of how much greater you truly have. As you can see, my friends; it wasn't Azure's fault."

Twilight sighed, "I guess so. That doesn't give excuse from telling me the truth I never knew. Because of that, all I did was for nothing. I learn... nothing..."

"Hmm... Nothing you said? Well... My dear, that's where you're wrong." Firmtact said calmly. Twilight and her brothers looked at her. She continued, "You learn something. You learn... Friendship is Magic and Real. Because of five friends you have met and made, together you and them overcome the impossible obstacles. With powers and lessons you've been through, you have changed and inspired many more to do what is right and good just like Trixie, Discord, Nyx, Sombra, Sunset Shimmer, the Dazzlings, Lorcan and even some former villains. You have change the world, Twilight. And Shining Armor and Starlight became the Wielders as well."

"And if we didn't plan it, you and your friends wouldn't have met and learned the meaning of 'Friendship'. And Shining Armor wouldn't be freed from Chrysalis's control or Starlight would be Grimmore's slave forever." Tarkin said proudly, "After all... Our Master Plan has come true. And Three Lords were too proud and arrogant to think that we're nothing. In truth... We've always prepared for the worst and the better."

Twilight, Shining Armor and Starlight were in shock and surprise of what they just heard. They looked at each other. Despite what Firmtact and Tarkin had done, they were right. It wouldn't had happen if they didn't plan it with the help of Blackwicth and Tree of Harmony.

Firmtact approached and patted on Twilight's shoulder gently, "You want to have a better life? Take care of the ponies who loved you. Or don't. It's your choice to make..."

Firmtact exited her room. Tarkin followed her to the outside of the room leaving the Sparkling Siblings to think of the future...

* * *

><p>On the late evening of Canterlot's Hallway, the Sparkling Siblings were discussing about their future.<p>

"I guess this is not what we wanted," Shining Armor said calmly before sighed, "but it does worth everything we did."

Starlight nodded his head, "Yeah... Like we've got lovers, got Elements, got duty and responsibilities and got our own lives. But most important of all, we have each other."

Twilight smiled, "You're right about it, Starlight and Shining Armor. We have everything in our lives." She turned and looked at her brothers, "We may not see each other as often as we can but we'll find a way to spend together."

"Definitely," Shining Armor and Starlight smiled and agreed.

The Sparkling Siblings turned to the front. They found Royal Sisters, Tao, Azure Phoenix, Lorcan and June were coming out from the throne chamber.

June galloped and jumped on Starlight. They both hugged happily and passionately. She exclaimed, "You're okay! Where were you?!"

Starlight chuckled, "Long story, June. Long Story.

Azure Phoenix approached to Twilight Sparkle. Before he could speak, she hugged him. Twilight sobbed, "I'm sorry. I'm very sorry for accusing you!"

Azure Phoenix sighed, "After some thinking... I'm sorry too..." Twilight looked up at him. He continued, "I have no right to keep secrets about Starlight. I did it because... I want you to be prepared for everything. I'm so sorry."

"It's alright. I understand now. No matter what happens, I have to face and deal with the trials and obstacles. If I ignored it, I learn nothing. Everything I've gone through, I learned a lot of friendship." Twilight sobbed in happiness than despair, "And best of all... I'm glad to have you as my mentor. You were like a father to me... Thank you so much, my lord..."

Azure sighed happily as he hugged her, "As do you to me... And thank you for accepting me..."

As Azure and Twilight Sparkle have their mentor and student moments while Starlight and June had theirs, Royal Sisters and Tao smiled in relief and happiness to see it.

"It looks like Twilight is calm from her anger," Princess Luna said calmly.

Princess Celestia nodded, "Indeed... I'm so relief to see both are together. It reminds me of my old time when Twilight was my student."

"Yes, it does. Only one truth remains..." Tao said seriously.

Lorcan looked confuse and concern, "Did I miss something?"

Shining Armor chuckled in amusement, "It's a long story..."

Lorcan groaned, "I don't get it..."

_The End..._

**Main Cast:**  
>Tara Strong: Twilight Sparkle<br>Andrew Francis: Shining Armor  
>Yuri Lowenthal: Starlight<br>C.C.H Pounder: Firmtact  
>Stephen Stanton: Captain Tarkin, Shahar and Shalim<p>

**Minor Casts:**  
>Vyvan Pham: Xiao June<br>Douglas Rye: Azure Phoenix  
>Nicole Oliver: Princess Celestia<br>Tabitha St. Germain: Princess Luna  
>Sab Shimono: Mystic Tao<br>Vic Mignogna: Lorcan

**_Preview - A Strike on Warstrike!_**: The Demon General Kishin Akuma sends out one of his minions, Warstrike, to battle against the Mane Six. Can the Mane Six be able to defeat this powerful, heartless warrior? They will need all the help they can get!

_Review and Suggest  
><em>  
><strong><span>References:<span>**  
>1. <strong><em>Captain Tarkin<em>** is based on **_Grand Moff Tarkin (Star Wars)_**

2. **_Shahar and Shalim_** are based on their**_ Shahar and Shalim (Assassin's Creed)_**


	5. A Strike on Warstrike

**A Strike on Warstrike**

The land was covered by foggy yet misty fog. There was not a sign of life or building. A shadowy figure emerged from the mist. Ben... feared and concerned of his surroundings. He continued walking while looking around of his surroundings.

**_SPLASH! _**Ben stopped. He looked down and found watery blood. He gulped in concern as he looked up. He found more dead ponies lying down on the ground and the burning villages and destroyed buildings. His body shivered in fear and worry as he approached and moved to the front. All he saw was the death...

**_HISS! SCREECH!_** Ben gasped in fear as he turned and found the zombified and demonic Samurai Ponies-like. They hissed and screeched wildly like animals. Ben quickly galloped in fear. As quickly as he can he stopped his front, he found himself trapped by the bursting walls. He found three demonic armored Trolls-like. He turned and headed to the left. He was blocked by the muscular Cyclops-like Warriors with drilling sword, demonic ninjas and clawed demons. They all surrounded frightened and worried Ben.

"No! Stay away! Leave me alone!" Ben shouted in anger as he took his Master Sword out. He swung his sword at his enemies. They, armed with their weapons; continued approaching and ready to attack him. Before Ben could do anything, ninjas jumped and slammed Ben to the ground. Ben screamed in fear, "No! Let me out of here! Let me out of here!"

**_HISS! SCREECH! _**Samurai Demon Ponies grabbed and held Ben's four legs tightly. They screeched wildly and terrifyingly. Some of soldiers moved aside as they were giving way for their master... Kishin Akuma who was riding his demonic black dragon. He turned and glared at Ben.

Ben gasped, "No! Anyone but him! Anyone but Demon! Stay away from me! STAY AWAY!"

Kishin Akuma screeched wildly and demonically as his face underwent some changes in revealing four-pincers with a long serpent with demonic teeth-like. Ben screamed in fear.

Was it the end?!

_"Ben?! Ben! BEN!"_ The voice shouted in concern.

* * *

><p><strong>"BEN! WAKE UP!"<strong> Twilight exclaimed in concern.

Ben gasped in shock as he woke from his sleep immediately. He panted in exhaustion and concern as he looked around of his surroundings: a wooden walled-chamber filled with small bed and chest, drawer. He found himself with Twilight, Nyx and Flash looking at him in concern and worry.

He sighed in concern, "It was a dream..."

"Kishin Akuma again?" Flash asked in concern.

Ben nodded his head, "Sorry for making you worry, guys."

Twilight sighed in concern, "I'm really worry about you, Ben. Ever since we've met that Grand Demon General for the first time, you'be been having nightmare lately.

"I'm sorry. I can't help it." Ben sighed, "Ever since I heard that story of him, I got scared for my life been taken by him. Mom keep on telling me that it's just a story... But it's so real now..."

Twilight approached and patted Ben's shoulder gently, "Don't worry, Ben. We're here with you to fight him."

"Yeah! If that Demon King thinks he can eat the children's blood, he got someone to deal with! And I'm one little princess no one wants to mess with," Nyx rhymed and rapped happily and confidently.

Ben chuckled a bit before patted on Nyx's mane, "Don't get cocky, Nyx. The Demon King is not an easy Demon General to deal with. We should be there by now?"

Twilight smiled, "Yes, Ben. We're already here. Come on."

Twilight, Ben, Nyx and Flash quickly left the wooden chamber. Exiting straight through the corridor doors, they went up the met up with Applejack, Phobos, Fluttershy and Sunset were standing neared to the edge of the ship. They approached and met up with their friends.

Twilight and her friends looked at the front as they found a land in front of them. They had arrived.

* * *

><p>As soon as the ship reached its port, Twilight and her friends stepped down from the ship. They headed straight to the small village. They looked around of their surroundings. They found the happy and cheerful ponies walking around and across the area. Some enjoyed their Suweeds Sashimi. Some played the traditional games like catching gold fishes, spinning the tops, Japanese Chess, Hanafuda Cards, Sumo Pony Wrestling and more. Some bought some Japanese Souvenirs.<p>

"Oh my gosh... I can't believe this," Sunset said happily, "I've always wanted to go to Japony Island. It's always been my dream."

Applejack smiled, "Well guess what, sugarcube? You've got it."

Fluttershy smiled, "Yes... I've always wanted to meet some fishes. I heard that Japonies are very fond of them as the Ma's Southern Ponies. I hope I can meet them soon."

Phobos sighed, "Finally... A long time vacation without some bothersome monsters to deal with!"

**_SCREAM!_** Twilight and her friends stopped at once as they saw hundreds of Japonies running away while screaming in fear like they were running away from something. They looked up. They found some zombified Samurai Ponies screeching and hissing as they were all charging to the battlefield.

Phobos groaned in annoyance, "Just great. Just what we need. More monsters to deal with!"

"Demons... They're Kishin Akuma's army! What the heck are they doing here?!" Appljeack asked in concern.

Ben groaned angrily as he took his Master Sword out, "Don't know. But we can't let them hurt our friends and innocent ponies!"

Twilight nodded, "Agreed. Everyone, we have to stop them!"

Twilight and her friends charged to the battlefield as they battled and fought against some of Dark Mystic Demon Soldiers. Twilight used her Unicorn Burst in blasting some of them while dodging and avoiding the attacks from them swiftly. Nyx; as in her Battle Form, dodged the attacks while firing her Night Shots at her enemies swiftly. Ben blocked and deflected the attacks from them before swinging his swords at them each time. Applejack punched and kicked her enemies off quickly and hard. Fluttershy used her Animal Potions in defeating and beating her enemies. Flash swung his Spear of Wind in slashing, spinning and striking his enemies down. Phobos launched his Moon Dragon Blaze at his enemies while dodging and avoiding the attacks quickly. Sunset deflected the attacks from her enemies with her War Fan while firing her Unicorn Bursts at them one-by-one.

As Twilight and her friends continued battling and attacking their enemies quick and hard, they heard the screeching noise. The Dark Mystic Demons stopped from attacking. The latter moved back slowly and cautiously as they were making way for someone. The ones who were coming through the corridor lines of Dark Mystic Demons were Warstrike the navy armored and scaled demonic pony with twin squid's tentacle-like and Terrorspike the handsome yet demonically brown Pegasus dressed in his crimson Samurai armor. They stopped in front of their enemies.

"Who the hay are you?!" Applejack demanded angrily.

"You work for Kishin Akuma?!" Sunset demanded as well.

Terrorspike smirked, "You're catching up, rookies. The name's Terrorspike. And the boss of mine is General Warstrike. And you must be the annoying brats that have been giving us some troubles. But not to the Dark Mystic Ponies."

"In case if you have forgotten..." Fluttershy said meekly, "You too have some problems with us before, if you don't mind saying it."

Warstrike nodded his head, "True... But that doesn't mean you actually have won the war. All of you did is inevitable..."

Ben groaned in anger, "Inevitable?! I'll show who really is inevitable, jerk!"

Ben took his Master Sword out as he charged straight at Warstrike. Ben continued swinging and striking his sword at Warstrike who dodged and avoided them quickly for few times. As Ben was about to slam his sword on Warstrike, the latter grabbed it before launched his Force Push on Ben in hitting straight on his friends to the ground.

Ben groaned and moaned painfully as he struggle to get up. Twilight and her friends groaned in anger. They charged straight at Warstrike. Twilight jumped and slammed her Starblade on him. He moved to his left before giving her a kick on her stomach and then punching her for 5 times. He swung Twilight right at Applejack for ten times. He slammed Twilight on Applejack to the ground hard.

Before Fluttershy, Nyx and Phobos could do anything; Warstrike launched his Force Push at them straight to the walls hard. Flash charged in and thrust his Spear of Wind at Warstrike for few times. Warstrike dodged them before punched on Flash's face hard. Sunset was about to fire her Unicorn Burst but Warstrike jumped and hovered over before slammed her to the ground hard.

Twilight and her friends moaned painfully as they struggled in getting up. Before they could do anything, Dark Mystic Demons charged straight at them. They screamed in fear as they held each other or held on the ground tightly.

**_BOOM!_** Dark Mystic Demons were thrown away from Twilight and her friends. Both Warstrike and Terrorspike looked shock yet firm and calm while looking at the front.

Twilight and her friends stopped from hugging or holding the ground. They looked up and found a light crimson Earth Pony with blackish spiky mane with short ponytail dressed in his Samurai Armor and his Cutie Mark was a crimson spear with Sanada Symbol. He took his katana out as he was readied to fight,

Dark Mystic Demons screeched wildly as they all charged straight at the mysterious warrior. The warrior cried as he charged straight at his enemies. Before they could swung their weapons, he gave them a swung blade one-by-one. He jumped and kicked on their heads one-by-one. He then kicked on the Vanguard's head to the ground hard. The third wave charged in. The warrior cried angrily as he disappeared from their sights.

**_SLASH! SCREECH!_** Dark Mystic Demons screeched painfully as their bodies spilled the blood out before falling to the ground. The warrior emerged from his disappearance before sheathed his katana.

"Leave... now..." The warrior spoke firmly.

Terrorspike growled in anger as he was about to use his Twin Demon Spears. Warstrike held his hoof up while turned to the former. The latter gave the former a shook of his head. Terrorspike growled in anger as he nodded his head.

Warstrike and his minions turned and immediately left the battlefield at once.

Twilight and her friends slowly got up and met up with the mysterious warrior. The latter turned and looked at his new-found friends.

"Greetings, Heroes from the West," the warrior greeted calmly, "My name is Yukimura Seigi. I hope the fight with the Demons had wound and exhaust you much."

Twilight shook her head, "Not at all, Master Yukimura. We're fine."

Twilight and her friends introduced to Yukimura Seigi. The latter gasped in shock and surprised as he bowed before Twilight and her friends.

"Princess Twilight Sparkle and her friends... I'm most honored to meet you here. Welcome to Japony," Yukimura greeted.

Twilight giggled a bit, "No need to bow before me. It's not very necessary."

"As the warrior, I must," Yukimura smiled as he got up, "Perhaps I could give you and your friends some a tour. After that, we returned to the Meiji Castle."

Phobos smirked, "Anything better than fighting with those monsters... I'm beat!"

Everyone chuckled and giggled of what Phobos had said. Yukimura Seigi then led Twilight and her friends on the tour of Japony area: mostly Tokyo area...

* * *

><p>After a long tour travelling across the Tokyo, they arrived at the Meiji Castle. Twilight and her friends were at the garden's side. They were all eating their Suweeds. They were hungry and tired. Yukimura approached and came to them.<p>

"I trust you find Japony... interesting place to tour?" Yukimura asked calmly.

Twilight nodded her head, "Yes... It's very interesting place I must say. I've always wanted to come to this face."

"You said it, partner. You ponies made a great seafood," Applejack commented happily.

Fluttershy smiled, "Why yes... The foods, the place and the animals... They're nice."

"I'm just glad we found a time to get here," Sunset commented.

Yukimura smiled, "I'm glad you did." He looked up and found a silver Unicorn with blackish mane in ponytail with pink ribbon dressed in her bluish kimono and her Cutie Mark was Sakura Blossom, Bow and Arrow came to the scene from the bridge. She approached to him. He introduced her to them, "Everyone... This is my beloved wife: Ina Seigi. She is the daughter of Wartiger Armor."

Ben yelped before spitted some foods out on Flash's face. Flash groaned in annoyance and glared at Ben who chuckled uneasily. Ben turned and looked at Yukimura and Ina.

"Ina is the legendary and powerful Tokugawa General's daughter?! Are you serious?!" Ben asked in shock and surprise.

Ina giggled in amusement, "Of course, I'm serious. And it is an honor to meet Princess, Prince and Heroines of Equestria to set hoof on Japony. We're honored."

Twilight smiled, "No biggie. We're just glad to find a day for us to relax. Can't say for the rest."

"Can't be done, Twi. Pinkie's busy for her Parties, Rarity's at Manehattan for designing her dresses. And Rainbow Dash's at Wonderbolt Academy. And for Spike... He and Lorcan went to their grandfather for a visit," Ben explained calmly.

Nyx sighed, "But I wish they're here. At least Spike is more fun than Phobos."

"Hey! Is that an insult?!" Phobos asked angrily.

"Well... Whenever I asked you to play with me, you answered me that you're too tired, want to sleep, hungry and complaining. You're no fun!"

"What am I supposed to do?! I can't help it!"

Nyx sighed in annoyance, "You're hopeless. I don't even know why I kept you as my pet!"

"As if! I don't even know why you and I are friends! You're just an annoying brat, Nightmare Moon!" Phobos remarked.

Nyx groaned in annoyance, "Don't you dare call me that, jerk!"

Nyx pounced on Phobos to the ground as they both battled and fought with each other hard and quick for few times. Twilight and her friends quickly helped in stopping Nyx and Phobos from fighting with each other. Twilight, Ben and Fluttershy held Nyx while Flash, Sunset and Applejack held Phobos.

"That's enough," Twilight said firmly.

Fluttershy nodded, "Yes. Nyx and Phobos, both of you are friends. You shouldn't let a little things get to you."

"Well, guess what?" Phobos huffed angrily, "This little brat did make a mess!"

Nyx groaned in annoyance, "You're no fun, and a jerk too! At least, I have someone to play with. Spike and Cutie Mark Crusaders are better than you are. I don't need you, you stupid fat and lazy dragon!"

"I don't need you too, stupid random and annoying brat!" Phobos exclaimed in anger.

Nyx galloped at once. Twilight and her friends but Phobos left and follow her. Ina looked worry as she follow them as well.

Phobos groaned in annoyance, "Who does that brat thinks she is?! I'm a dragon, not a servant! I'd prefer to have some vacation! Is that so much to ask?!"

Yukimura cleared his throat, "Perhaps I can be assist on your needing. I know the perfect place for you to relax."

"Really?" Phobos cleared his throat, "Maybe not... I think I should wait for others. It's not a good idea to leave without them."

"Don't worry, Phobos. It won't be long, I promise," Yukimura smiled.

Phobos thought for the moment before he smiled, "Alright, then. Lead the way, samurai pony."

Yukimura nodded his head as he took Phobos out for the location Phobos to stay and rest for the moment...

* * *

><p>At the demonic Japanese Gifu Castle-like with the large bat wings-like on its back, Yukimura and Phobos had arrived at the area. Dark Mystic Demons lined and stood on both sides. They screeched and growled wildly and angrily at them both.<p>

"You sure we go the right place?" Phobos asked in concern, "Coz I think I regret it now."

"Don't worry. Everything will be fine. Trust me," Yukimura said calmly.

Phobos mumbled in concern as he and Yukimura approached and appeared before Lady Viper the black and white demonic Unicorn with long brown mane and tail in ponytail and her Cutie Mark was demonic butterfly dressed in black demonic kimono, Warstrike and Longblade stood before them. On the far left side was the teenage light purple Earth Pony with short black mane and tail in small ponytail and his Cutie Mark was a fan and sword.

Yukimura and Phobos stood before them. Yukimura spoke, "I did what I asked. Let Prince Hidetada and return the Tiger Spear to me!"

Lady Viper smirked darkly, "As you wish, young one. You did what I requested. Lord Kishin Akuma shall return both the Prince and your spear to you."

Warstrike passed the Tiger Spear while Longblade moved Prince Hidetada to Yukimura. Longblade picked the screaming frightened Phobos up.

"What the hay is going on?!" Phobos screamed in fear.

Lady Viper smiled, "Don't ever come back, Seigi... The last thing you want is to be gain more embarrassment."

Yukimura Seigi hissed in anger as he turned and walked away along with Prince Hidetada. Phobos screamed for help. Three Dark Mystic Demons turned and entered the castle at once. What will happen to Phobos?

* * *

><p>Within the Dining Chamber, Phobos was alone sitting on his dining chair before the table. He was drooling as he looked at some sweet cakes and gems. He screamed wildly and happily. He jumped up and ate them at once like a wild boar eating his foods. For a moment, he had his food finished before giving a loud burp...<p>

Longblade chuckled calmly as he and Warstrike stood before Phobos, "I hope you find the foods... satisfying?"

Phobos smiled, "The best... Didn't know you and your pals were kind to me?"

"We just do what we can to entertain the guests. More will please you perhaps?" Longblade smirked.

Dark Mystic Demons brought more plates of gems and foods for Phobos. He screamed in please as he quickly took a bite on them as quickly as he can. Both Longblade and Warstrike smirked as they turned away.

"The master will be pleased with his latest 'guest'." Warstrike smirked.

Longblade nodded his head, "Indeed. That dragon has no idea of what he was doing. Everything is going exactly what we need..."

As Longblade and Warstrike left the chamber, Phobos continued eating his foods...

* * *

><p>At Meiji Castle, Twilight and her friends were looking around of the castle. They were searching and finding Phobos. They had not seen him since the afternoon and the argument Nyx had with him...<p>

"Where is he? He couldn't have gone that far..." Applejack said in concern.

Fluttershy nodded her head, "Yes... He can be selfish and lazy, but he would never left without us. I'm worry..."

Nyx huffed, "I'm not. He's totally jerk and selfish! Why should I?!"

"Nyx... Don't you think... it's a bit of overdoing? He's your friend," Sunset said in concern.

Flash nodded his head, "Yeah... I know you and Phobos had a rough time to agree on something. But in the end, you've always be there for each other no matter what."

Nyx thought for the moment before sighed, "I guess you're right. I kinda overreacted..."

"As soon as we find Phobos, you'll apologize to him." Twilight said calmly.

Ben nodded his head, "Where could he have gone to?"

**"YOU DID WHAT?!"** Ina's voice asked angrily.

"I think we found the answer..." Applejack said suspiciously.

Twilight and her friends turned and entered the Castle in finding out of what was going on...

* * *

><p>At the Meiji Throne Chamber, Yukimura and Hidetada explained the situation to their friends on what had happen to Phobos.<p>

"How could you do such a thing?!" Twilight asked in shock.

Nyx sobbed, "He's my friend. Why?"

Yukimura sighed as he bowed down. He was about to explain but Hidetada spoke, "It wasn't his fault. It was mine..." Everyone looked at him. He continued, "We were on our way back to Meiji Castle from Volcano Island. But blocked by our enemies. I told General Yukimura to challenge Warstrike and Longblade. I was very confident that Yukimura can handle everything since he was trained by the mighty Wartiger. But at the end... he lost the fight."

Yukimura nodded, "Not only that, I've lost courage and confident."

Ben shook his head, "Yukimura. Just because you may have lost one fight, doesn't mean you have to give up."

Yukimura sighed, "Sorry... I wish I have the optimism like yours. To regain the Prince and my spear back, I have to trade a dragon to them."

"By bringing Phobos to them?!" Fluttershy said in shock.

"Why would they need him?" Sunset asked in concern.

As everyone gave some thoughts, they then gasped in shock and concern. They knew the answer of what the Dark Mystic Ponies wanted...

* * *

><p>At the Kitchen, Phobos was lying on the pot of brownish water. He sighed happily as he found himself a relaxing place to rest. His body stomach became bigger and fatter. He turned and found Longblade entered the kitchen.<p>

"So, did you enjoy your staying?" Longblade asked curiously.

Phobos sighed, "You have no idea of how happy I am... This is life... I will never ever leave this place..."

Longblade smirked, "Good to hear. You're ready for the Lao Meng Lone Soup..."

"You're making a soup?"

Longblade chuckled evilly as the Dark Mystic Demon Chef with four demonic legs came out with his knives. He sharpened his knives.

"In matter of speaking, yes..." Longblade smirked. He turned to the chef, "Put his misery out now. The Master is awaiting for your latest dish of Dragon Blood."

"Wait?! **WHAT?!**" Phobos exclaimed in shock.

Longblade opened the cupboards and revealed the cans of all Dragon Soups. Phobos was in shock and feared. The chef chuckled evilly and darkly.

"Oh... Shit..." Phobos screamed wildly and girly.

* * *

><p>Arriving at the Gifu Castle, the area was guarded well by more of Dark Mystic Demon Soldiers, Vanguards and Demon Trolls. They didn't want any more intruders or unwanted guests in their areas. Twilight and her friends sneaked all the way back of Gifu Castle as they found the back door. They entered the area as they looked around in search of Phobos.<p>

As they continued their search, they found the whole castle and area... disturbing... The castle was filled and surrounded by disgusted yet slimy and sticky walls like bee's hive. And not to mention, the walls had the frames and illustration of demons, hunting the mortals, eating them, slaughtering and murdering them and even the children and dragons.

Upon looking at the latest picture, Twilight and her friends saw Kishin Akuma was drinking the blood of drinks while holding the innocent human child's skull, and sitting on the throne chair of all skulls.

Nyx gulped, "I can see why you're afraid of that boogiepony. He really is one. I hope don't get to meet him again."

"Glad to have someone agreed with me," Ben said in concern.

"Are you sure you know where you're going?" Sunset asked in concern, "I had the feeling we're going the wrong way."

Flash sighed, "That's what I'm worry the most."

"Oh... I hope we don't bump into the kitchen..." Fluttershy said in concern.

TAP! Twilight and her friends screamed in fear as they fell right on the floor trap. They continued screaming in fear before fell on the ground hard. Applejack first, followed by Fluttershy, Flash, Sunset, Twilight, Ben and then Nyx. They moaned and groaned painfully before they looked up and found themselves trapped at the kitchen.

Applejack sighed in annoyance, "Next time, Fluttershy. Don't say something we don't even want to know..."

**"HELP!" **Phobos screamed in fear.

Nyx gasped, "Phobos!"

Twilight and her friends got up from the ground as they headed off straight to the Lao Meng Lone Chamber where they found the Demon Chef tried to stab and pierce at Phobos who struggled and moved around and away from him.

Before the chef could do anything, Ben jumped up and pierced his Master Sword on the head of Demon Chef. Nyx helped and brought Phobos down.

Nyx hugged Phobos, "Phobos! You're okay!"

**"OKAY?!" **Phobos exclaimed in shock, "I was gonna get eaten alive! AM I OKAY?!"

**_BANG! _**The whole chamber was moving. Twilight and her friends held each other tightly as they were being pulled up to the top. They found themselves in front of Kishin Akuma, Lady Viper and his Generals of Akuma Clan.

"Kishin Akuma..." Twilight said angrily.

Kishin smirked, "Twilight Sparkle and her friends, along with the weakling and cowardly prince..."  
>Ben groaned in anger. Demon King smirked, "Oh my... Did I hurt your pride, boy? I hope you were not offended much..."<p>

"Well... Guess what? I'm gonna prove to you that I'm not afraid!" Ben exclaimed.

Longblade cried wildly as he jumped to the front. He unsheathed his twin swords out. Warstrike slowly came out from the top as he summoned his curved sword.

"I hope you're up to the challenge," Warstrike said darkly.

Longblade smirked, "Indeed... Prepare to die, insects!"

Warstrike and Longblade charged in. Twilight and her friends armed themselves in ready to fight with their enemies. Warstrike jumped up high as he slammed his sword on the ground hard. Twilight and her friends dodged and avoided the attacks quickly.

Applejack whipped her Mind Whiplash at Warstrike. He blocked with his right hand in pulling her to him. He slammed her to the ground hard before kicked her face hard. Fluttershy charged in as she gave him a 'Stare'. He then gave hers his 'Stare'. As both of them continued glaring at each other, he quickly use his Force Push on her to the walls hard. Twilight charged in as she fired her Unicorn Bursts at Warstrike. He dodged and avoided the attacks quickly while charging at her. Before she could use her sword, he slammed his hoof on the ground in shaking and throwing her off to the wall's hard.

Longblade charged in as he swung his swords at both Ben and Flash who blocked and avoided them quick. Longblade stroke his blade at Flash's while attacked on Ben. Flash launched his Hidden Blade on top of Longblade. Longblade dodged down before swiped at Ben's legs before kicked Flash off. Ben got up and stroke his Hidden Blade at Longblade who grabbed the former's before punched on his head for few times. Flash charged in and struck his Spear of Wind at Longblade's back. Longblade grabbed the spear before spun two of them around for five times. He then thrown both to the walls hard.

Nyx charged in as she launched her Night Shots at Warstrike and Longblade. They both blocked and deflected the shots quickly at her. Nyx dodged and avoided the deflective shots. As she looked, they jumped up and punched her to the ground hard. Longblade jumped up and stabbed on her stomach hard.

Warstrike and Longblade thrown the defeated Twilight and her friends to the wall hard.

Kishin Akuma smirked, "It looks like I have another soup of these mortals: Soup of Elements... I've been waiting for this for some times..."

"I wouldn't celebrate just yet..." The firm yet heroic voice spoke. Everyone turned and found Yukimura Seigi and armored Ina wielded her bow and arrow. Twilight and her friends cheered happily for seeing their allies had arrived. He spoke, "Kishin Akuma... I have come to challenge you for their freedom!"

Kishin Akuma remained calm and firm while sitting on his throne chair. He turned to both Warstrike and Longblade. He gave them a nod.

Longblade chuckled evilly, "We accept, Seigi. But if you lose, all of you are ours to command."

"Your wife will be your partner to fight?" Warstrike asked curiously.

Ina shook her head, "No... Ben will."

**"WHAT?!"** Everyone asked in shock and concern.

Yukimura nodded, "I agreed. Ben will be my partner. He can do it."

Ben thought for the moment before he sighed, "Alright."

Ina nodded her head in agreement. She approached and looked after Twilight and her friends. Ben headed to Yukimura Seigi. They both wielded their Tiger Spear and Master Sword as they readied to fight with their enemies.

Yukimura and Ben charged in as they both swung their weapons at the dodging and avoiding Warstrike and Longblade. The latter swung theirs back. Both sides fought and battled against each other hard and quick for few times. Twilight and her friends cheered for their friends while most of Dark Mystic Demons cheered and cried wildly for their generals.

Yukimura swung his Tiger Spear at Warstrike who quickly blocked the first stroke before second to fourth times before the latter punched on the former's face hard. Warstrike then quickly unleashed his Force Push on Yukimura. Longblade and Ben battled each other quick and hard for few times. Ben thrust his sword at Longblade who blocked and grasped it in x-forms. Longblade thrown Ben right at Yukimura to the ground.

Warstrike then launched his Demon Curse Beams at Ben and Yukimura. Ben quickly used his Hylian Shield in holding the attacks for the moment. As the beam continued piercing and striking at the shield, Yukimura threw his spear at Warstrike's chest hard.

Ben charged in and attacked Longblade who blocked and deflected the attacks. For the moment had passed, Longblade struck his blades at Ben's head but the latter rolled to the front and kicked the former off.

Yukimura charged in as he took the spear out before he and Warstrike battled and fought against with each other for few times. They then clashed their weapons at each other for the moment. Ben readied to attack Longblade. Longblad jumped and pounced on Ben who dodged down, allowing the former struck on Warstrike on going down the ground hard.

Both Warstrike and Longblade got up as they readied to attack. They charged right at both Yukimura and Ben as they battled and clashed at each other for few times. While they clashing and battling with each other, their allies and comrades cheered wildly for them. Kishin Akuma witnessed the battlefield as he watched how strong and determined Ben had shown when battling with Longblade.

Longblade charged right at Ben who quickly hovered over. He turned and thrown his Gale Boomerang at the former before using his Hero Bow and some Arrows in defeating Longblade. Longblade deflected and destroyed most of the arrows. Before he could do anything, Ben slammed his Hylian Shield on Longblade on the ground hard. He hovered right before Yukimura.

Yukimura grabbed Ben's hooves as the former spun around for three times. Yukimura thrown Ben right at Warstrike who was about to slam his sword at his enemies. Ben launched his Claw Shot on Warstrike's face before being pulled and kicked on Warstrike's stomach to the walls hard.

Before Ben could do anything, Warstrike launched his Destroyer Ball on Ben's body hard while Longblade launched his powerful Demon Curse Slash at Yukimura's body. Both heroes got pushed by their enemies' powerful attacks and knocked each other's back. Before the heroes could do anything, Warstrike and Longblade pierced and thrust their blades on the heroes' stomachs hard for the long moment. Both Ben and Yukimura quickly kicked their enemies off before they got up. They panted in tiredness and exhaustion from the fight.

"We're getting exhausting... No way we can beat them..." Ben said in concern.

Yukimura sighed calmly while having his eyes narrowed in determination, "That leaves us one thing to do. Ben, I want you to unleash your _**Triforce Spiritual Rise**_. Combine it with mine and we can beat them."

"Wait-! What?! What do you mean?!"

"Trust me!"

As Warstrike and Longblade charged in, Ben quickly meditated as his body glowed in golden. Yukimura touched his hoof on the ground as his body too glowed in crimson and brown mix. As Ben launched his _**Triforce Spiritual Rise**_ out, Yukimura cried as he punched on the ground hard for few times in summoning thousands large rocks and boulders. _**Triforce Spiritual Rise**_ stroke on Yukimura before the latter launched and fired thousands of rocks and boulders called _**Thousand Rock Thrower**_ at Warstrike and Longblade.

Warstrike and Longblade swung and stroke their blades against the thousand rocks and boulders. As they continued, Yukimura appeared before them both. He swung his _**Hardened Spear** _at them both hard. Ben jumped and fired his _**Triforce Beam Blast**_ at them both straight before their master's hooves. The duel was over...

Twilight and her friends sighed in relief as they came and commented happily to Ben and Yukimura Seigi. Before they could do anything, they encountered more of Dark Mystic Demons surrounded them. The Demons armed with their weapons to attack and finish Twilight and her friends off.

Kishin Akuma stood up, "Enough... I've given a word. They're free to leave."

Twilight and her friends sighed in relief. They all nodded their heads in agreement. They turned and quickly left the throne chamber.

Warstrike and Longblade turned and bowed before their master. They apologized to their master.

Kishin Akuma smirked, "They won't be any punishment. We have what we need to. Now... I know why Dark Curse has interest on that fool. He will be ours. And the truth will make him join us."

* * *

><p>As Twilight and her friends left the Gifu Castle, they were heading straight to another town. They chatted as well.<p>

"Phobos... I just want to say... I'm sorry of what I had said to you. It was very rude of me," Nyx said.

Phobos nodded his head, "Apology accepted. You know what?" He looked at his stomach, "I could use some exercise. I make no promise if I can do well on it."

Nyx giggled, "Okay..."

"Yukimura... Was that-?!" Twilight asked in shock.

Applejack nodded, "Yeah... What you did back there - Element of Earth?"

Sunset whistled, "Whoa... We're getting more Elements Wielders to help us. This is getting better."

Fluttershy nodded, "It's nice."

Yukimura nodded his head, "Sorry for not telling you about it. Master Wartiger decided to give his Element of Earth to me since I was worthy enough to be a warrior and wed Ina."

Ina nodded her head, "Yes... What Yukimura had said is true. And we thank you for helping Yukimura to regain his courage."

Ben smiled, "It's no big idea. We're just thankful for having you helping us."

"Yeah. If you hadn't come, who knew what bad things can happen..." Flash said calmly.

Yukimura smiled, "Perhaps. I could do you another favor. How about another tour to Kyoto? It's quite famous for the festivals, dance and parties."

Twilight and her friends cheered happily as they all agreed with Yukimura Seigi's suggestion. All of them headed straight to Kyoto for their fun...

_The End..._

**Main Casts:**  
>Tara Strong: Twilight Sparkle<br>Jason Marsden: Ben Mare  
>Ashleigh Ball: Applejack<br>Adrian Libman: Fluttershy  
>Daveigh Chase: Nyx<br>Chris Sanders: Phobos  
>Johnny Young Bosch: Yukimura Seigi<br>Jessica Starus: Ina Seigi  
>Dee Bradley Baker: Warstrike<br>Josh Keaton: Longblade  
>John Swasey: Kishin Akuma<br>Vanessa Marshall: Lady Viper  
>Steven Blum: Terrorspike, Prince Hidetada<p>

**_Preview - Fluttercruel, My Dear_**: As Equestria celebrates the princesses' birthday, secrets emerged that threatens Ben Mare's relationship with his adopted mother Princess Celestia and the Apocalypse Ponies send in member Fluttercruel to endanger the Heart of Ponyland.

**Villains**: Dr. Lizardo, Wilco, Fluttercruel, cameos by the other Apocalypse Ponies  
><strong>Note<strong>: Ben's Journey will be put into Fluttercruel, My Dear than separated.

Can't wait to start this with JusSonic.

_Review and Suggest..._

**References:**  
>1. <strong><em>Yukimura Seigi<em>** is based on **_Yukimura Sanada (Samurai Warriors)_**

2. **_Ina_** is based on **_Inahime Honda (Samurai Warriors)_**


End file.
